UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

~~(Mark~~(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~

March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File No.: 001-37703

IZEA WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)


Nevada						37-1530765
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1317 Edgewater ~~Dr #1880~~Dr., # 1880, 0 Orlando, ~~Florida~~FL						~~32789~~32804
(Address of principal executive offices)						(Zip Code)

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

~~Former address, if changed since last report:~~ ~~501 N. Orlando Avenue, Suite 313 PMB 247 Winter Park, FL 32789~~

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading ~~Symbol(s)~~Symbol (s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IZEA

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

~~Non-accelerated filer~~Non-Accelerated Filer

☒☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐o No ☒x

As of ~~August 10, 2021,~~May 13, 2022, there were ~~61,864,296~~62,225,449 shares of our common stock outstanding.

Table of Contents

Quarterly Report on Form 10-Q for the period ended ~~June 30, 2021~~March 31, 2022

Table of Contents


			~~Page~~
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Unaudited Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021			1
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the ~~Three~~three months ended March 31, 2022 and ~~Six Months Ended June 30,~~ 2021 ~~and 2020~~			2
Unaudited Consolidated Statements of Stockholders’ Equity for the ~~Three~~three months ended March 31, 2022 and ~~Six Months Ended June 30,~~ 2021 ~~and 2020~~			3
Unaudited Consolidated Statements of Cash Flows for the ~~Six Months Ended June 30,~~three months ended March 31, 2022 and 2021 ~~and 2020~~			54
Notes to the Unaudited Consolidated Financial Statements			65
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2521
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3730
Item 4. Controls and Procedures			3830

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			3932
Item 1A. Risk Factors			3932
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3932
Item 3. Defaults Upon Senior Securities			4032
Item 4. Mine Safety Disclosures			4032
Item 5. Other Information			4032
Item 6. Exhibits			4132

Signatures			4235

Table of Contents

PART I

ITEM 18 – FINANCIAL STATEMENTS

IZEA Worldwide, Inc.

Unaudited Consolidated Balance Sheets


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	74,989,876	$	33,045,225	Cash and cash equivalents	$	72,558,846	$	75,433,295
Accounts receivable, net	Accounts receivable, net	6,132,949		5,207,205		Accounts receivable, net	7,259,891		7,599,103
Prepaid expenses	Prepaid expenses	1,006,643		199,294		Prepaid expenses	4,067,328		2,257,382
Other current assets	Other current assets	62,694		74,467		Other current assets	19,183		100,522
Total current assets	Total current assets	82,192,162		38,526,191		Total current assets	83,905,248		85,390,302

Property and equipment, net	Property and equipment, net	193,786		230,918		Property and equipment, net	151,402		155,185
Goodwill	Goodwill	4,016,722		4,016,722		Goodwill	4,016,722		4,016,722
Intangible assets, net	Intangible assets, net	72,222		505,556		Intangible assets, net	150,287		213,263
Software development costs, net	Software development costs, net	1,242,252		1,472,684		Software development costs, net	1,013,130		1,019,600
Total assets	Total assets	$	87,717,144	$	44,752,071	Total assets	$	89,236,789	$	90,795,072

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,624,725	$	1,880,144	Accounts payable	$	1,858,215	$	2,086,892
Accrued expenses	Accrued expenses	2,097,474		1,924,973		Accrued expenses	2,087,281		2,502,882
Contract liabilities	Contract liabilities	8,654,765		7,180,264		Contract liabilities	12,772,552		11,338,095
Current portion of notes payable	Current portion of notes payable	0		1,477,139		Current portion of notes payable	31,985		—
Total current liabilities	Total current liabilities	12,376,964		12,462,520		Total current liabilities	16,750,033		15,927,869

Finance obligation, less current portion	Finance obligation, less current portion	34,292		43,808		Finance obligation, less current portion	—		10,420
Notes payable, less current portion	Notes payable, less current portion	32,255		459,383		Notes payable, less current portion	—		31,648
Total liabilities	Total liabilities	12,443,511		12,965,711		Total liabilities	16,750,033		15,969,937

Commitments and Contingencies (Note 7)	Commitments and Contingencies (Note 7)	0		0		Commitments and Contingencies (Note 7)	—		—

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding		0		0
Common stock; $0.0001 par value; 200,000,000 shares authorized; 61,809,573 and 50,050,167, respectively, issued and outstanding		6,181		5,005
Preferred stock; $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding						Preferred stock; $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock; $.0001 par value; 200,000,000 shares authorized; 62,112,054 and 62,044,883, respectively, issued, and outstanding						Common stock; $.0001 par value; 200,000,000 shares authorized; 62,112,054 and 62,044,883, respectively, issued, and outstanding	6,211		6,205
Additional paid-in capital	Additional paid-in capital	148,006,352		102,416,131		Additional paid-in capital	148,590,356		148,452,498
Accumulated deficit	Accumulated deficit	(72,738,900)		(70,634,776)		Accumulated deficit	(76,109,811)		(73,633,568)
Total stockholders’ equity	Total stockholders’ equity	75,273,633		31,786,360		Total stockholders’ equity	72,486,756		74,825,135
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	87,717,144	$	44,752,071	Total liabilities and stockholders’ equity	$	89,236,789	$	90,795,072

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

~~Table of Contents~~

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Loss


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Revenue	Revenue	$	6,538,739	$	3,135,039	$	11,914,371	$	7,898,707	Revenue		$	8,890,336	$	5,528,166

Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of revenue (exclusive of amortization)		3,284,259		1,414,249		5,689,011		3,554,766
Cost of revenue										Cost of revenue		5,179,724		2,457,785
Sales and marketing	Sales and marketing	2,302,869		1,228,691		4,381,192		2,751,834		Sales and marketing		2,520,343		2,078,323
General and administrative	General and administrative	2,659,578		1,920,492		5,194,725		4,338,330		General and administrative		3,502,435		2,535,147
Impairment of goodwill		0		0		0		4,300,000
Depreciation and amortization	Depreciation and amortization	363,924		377,107		729,453		878,376		Depreciation and amortization		138,829		365,529
Total costs and expenses	Total costs and expenses	8,610,630		4,940,539		15,994,381		15,823,306		Total costs and expenses		11,341,331		7,436,784

Loss from operations	Loss from operations	(2,071,891)		(1,805,500)		(4,080,010)		(7,924,599)		Loss from operations		(2,450,995)		(1,908,618)

Other income (expense):	Other income (expense):									Other income (expense):
Interest expense	Interest expense	(8,739)		(19,476)		(22,532)		(26,094)		Interest expense		(965)		(13,793)
Other income (expense), net	Other income (expense), net	1,968,944		33,834		1,998,418		(3,910)		Other income (expense), net		(24,283)		29,474
Total other income (expense), net	Total other income (expense), net	1,960,205		14,358		1,975,886		(30,004)		Total other income (expense), net		(25,248)		15,681

Net loss		$	(111,686)	$	(1,791,142)	$	(2,104,124)	$	(7,954,603)
Net Loss										Net Loss		$	(2,476,243)	$	(1,892,937)

Weighted average common shares outstanding – basic and diluted	Weighted average common shares outstanding – basic and diluted	61,386,913		36,108,073		58,874,526		35,394,639		Weighted average common shares outstanding – basic and diluted		62,065,768		56,334,219
Basic and diluted loss per common share	Basic and diluted loss per common share	$	0	$	(0.05)	$	(0.04)	$	(0.22)	Basic and diluted loss per common share		$	(0.04)	$	(0.03)

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

~~Table of Contents~~

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Stockholders’ Equity

~~Three Months Ended June 30, 2020 and 2021~~


	Common Stock			Additional Paid-In		Accumulated		Total Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance, December 31, 2021	62,044,883	$	6,205	$	148,452,498	$	(73,633,568)	$	74,825,135
Stock purchase plan & option exercise issuances	5,000	1		6,699		—		6,700
Stock issued for payment of services	26,460	2		31,221		—		31,223
Stock-based compensation	49,197	4		117,188		—		117,192
Shares withheld to cover statutory taxes	(13,486)	(1)		(17,250)		—		(17,251)
Net loss	—	—		—		(2,476,243)		(2,476,243)
Balance, March 31, 2022	62,112,054	$	6,211	$	148,590,356	$	(76,109,811)	$	72,486,756

Common Stock Additional
Paid-In Accumulated Total
Stockholders’
Shares Amount Capital Deficit Equity
Balance, March 31, 2020 34,773,051 $ 3,477 $ 74,257,810 $ (66,548,230) $ 7,713,057
Sale of securities 6,856,241 685 15,361,168 — 15,361,853
Stock purchase plan & option exercise issuances 10,034 1 2,312 — 2,313
Stock issued for payment of services 97,655 9 31,240 — 31,249
Stock issuance costs — — (455,706) — (455,706)
Stock-based compensation 47,620 6 118,701 — 118,707
Net loss — — — (1,791,142) (1,791,142)
Balance, June 30, 2020 41,784,601 $ 4,178 $ 89,315,525 $ (68,339,372) $ 20,980,331

Common Stock Additional
Paid-In Accumulated Total
Stockholders’
Shares Amount Capital Deficit Equity
Balance, March 31, 2021 59,123,449 $ 5,912 $ 135,919,529 $ (72,627,214) $ 63,298,227
Sale of securities 2,484,393 249 12,186,427 — 12,186,676
Stock purchase plan & option exercise issuances 135,141 14 45,928 — 45,942
Stock issued for payment of services 7,716 �� 37,544 — 37,544
Stock issuance costs — — (333,878) — (333,878)
Stock-based compensation 77,420 8 206,186 — 206,194
Shares withheld to cover statutory taxes (18,546) (2) (55,384) — (55,386)
Net loss — — — (111,686) (111,686)
Balance, June 30, 2021 61,809,573 $ 6,181 $ 148,006,352 $ (72,738,900) $ 75,273,633


	Common Stock			Additional Paid-In		Accumulated		Total Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance, December 31, 2020	50,050,167	$	5,005	$	102,416,131	$	(70,492,947)	$	31,928,189
Sale of securities	8,701,691	870		34,357,142		—		34,358,012
Stock purchase plan & option exercise issuances	1,510	—		2,144		—		2,144
Stock issued for payment of services	7,176	1		34,695		—		34,696
Stock issuance costs	—	—		(746,957)		—		(746,957)
Stock-based compensation	526,903	52		197,934		—		197,986
Shares withheld to cover statutory taxes	(163,998)	(16)		(341,560)		—		(341,576)
Net loss	—	—		—		(1,892,937)		(1,892,937)
Balance, March 31, 2021	59,123,449	$	5,912	$	135,919,529	$	(72,385,884)	$	63,539,557

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

~~Table of Contents~~

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of ~~Stockholders’ Equity~~Cash Flows

~~Six Months Ended June 30, 2020 and 2021~~

Common Stock Additional
Paid-In Accumulated Total
Stockholders’
Shares Amount Capital Deficit Equity
Balance, December 31, 2019 34,634,172 $ 3,464 $ 74,099,328 $ (60,384,769) $ 13,718,023
Sale of securities 6,856,241 685 15,361,168 — 15,361,853
Stock purchase plan issuances 10,034 1 2,312 — 2,313
Stock issued for payment of services 195,310 19 62,480 — 62,499
Stock issuance costs — — (458,032) — (458,032)
Stock-based compensation 88,844 9 248,269 — 248,278
Net loss — — — (7,954,603) (7,954,603)
Balance, June 30, 2020 41,784,601 $ 4,178 $ 89,315,525 $ (68,339,372) $ 20,980,331

Common Stock Additional
Paid-In Accumulated Total
Stockholders’
Shares Amount Capital Deficit Equity
Balance, December 31, 2020 50,050,167 $ 5,005 $ 102,416,131 $ (70,634,776) $ 31,786,360
Sale of securities 11,186,084 1,119 46,543,569 — 46,544,688
Stock purchase plan & option exercise issuances 136,651 14 48,072 — 48,086
Stock issued for payment of services 14,892 1 72,239 — 72,240
Stock issuance costs — — (1,080,835) — (1,080,835)
Stock-based compensation 604,323 60 404,120 — 404,180
Shares withheld to cover statutory taxes (182,544) (18) (396,944) — (396,962)
Net loss — — — (2,104,124) (2,104,124)
Balance, June 30, 2021 61,809,573 $ 6,181 $ 148,006,352 $ (72,738,900) $ 75,273,633


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(2,476,243)	$	(1,892,937)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	32,933		32,486
Amortization of software development costs and other intangible assets	105,896		333,043
Impairment of digital assets	62,976		—
Gain on disposal of equipment	(663)		(7,914)
Stock-based compensation	117,192		197,986
Fair value of stock issued for payment of services	31,223		34,696
Changes in operating assets and liabilities:
Accounts receivable	339,213		1,135,265
Prepaid expenses and other current assets	(1,728,607)		(134,322)
Accounts payable	(228,677)		(287,213)
Accrued expenses	(416,505)		(245,077)
Contract liabilities	1,434,456		4,280
Net cash used for operating activities	(2,726,806)		(829,707)
Cash flows from investing activities:
Purchase of equipment	(29,150)		(22,109)
Proceeds from sale of equipment	663		8,892
Software development costs	(99,426)		—
Net cash used for investing activities	(127,913)		(13,217)
Cash flows from financing activities:
Proceeds from sale of securities	—		34,358,012
Proceeds from stock purchase plan and option exercise issuances	6,700		2,144
Payments on finance obligation	(9,179)		(8,336)
Stock issuance costs	—		(746,957)
Payments on shares withheld for statutory taxes	(17,251)		(341,576)
Net cash provided by (used for) financing activities	(19,730)		33,263,287

Net increase (decrease) in cash and cash equivalents	(2,874,449)		32,420,363
Cash and cash equivalents, beginning of period	75,433,295		33,045,225
Cash and cash equivalents, end of period	$	72,558,846	$	65,465,588

Supplemental cash flow information:
Interest paid	$	1,894	$	4,792

Non-cash financing and investing activities:
Fair value of common stock issued for future services	$	125,000	$	147,329

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

~~Table of Contents~~

~~IZEA Worldwide, Inc.~~

~~Unaudited Consolidated Statements of Cash Flows~~

Six Months Ended June 30,
2021 2020
Cash flows from operating activities:
Net loss $ (2,104,124) $ (7,954,603)
Adjustments to reconcile net loss to net cash used for operating activities:
Gain on the forgiveness of debt (1,927,220) 0
Depreciation and amortization 65,687 70,207
Amortization of software development costs and other intangible assets 663,766 808,169
Impairment of goodwill 0 4,300,000
Gain on disposal of equipment (7,790) (23,706)
Provision for losses on accounts receivable 0 107,315
Stock-based compensation 404,180 248,278
Fair value of stock issued for payment of services 72,240 62,499
Changes in operating assets and liabilities:
Accounts receivable (925,744) 2,436,269
Prepaid expenses and other current assets (795,576) (53,972)
Security deposits 0 111,421
Accounts payable (255,419) (1,229,576)
Accrued expenses 193,795 (101,561)
Contract liabilities 1,474,501 (625,502)
Right-of-use asset and lease liability, net 0 24,024
Net cash used for operating activities (3,141,704) (1,820,738)
Cash flows from investing activities:
Purchase of equipment (29,689) (3,287)
Proceeds from sale of equipment 8,924 27,487
Software development costs 0 (97,129)
Net cash used for investing activities (20,765) (72,929)
Cash flows from financing activities:
Proceeds from sale of securities 46,544,688 15,361,853
Stock issuance costs (1,080,835) (458,032)
Proceeds from stock purchase plan and option exercise issuances 48,086 2,313
Payments on shares withheld for statutory taxes (396,962) 0
Net proceeds from line of credit 0 0
Proceeds from notes payable 0 1,934,587
Payments on finance obligation (7,857) (11,410)
Net cash provided by financing activities 45,107,120 16,829,311
Net increase in cash and cash equivalents 41,944,651 14,935,644
Cash and cash equivalents, beginning of period 33,045,225 5,884,629
Cash and cash equivalents, end of period $ 74,989,876 $ 20,820,273
Supplemental cash flow information:
Interest paid $ 5,610 $ 36,594
Non-cash financing and investing activities:
Equipment acquired with financing arrangement $ 0 $ 43,003
Fair value of common stock issued for future services $ 147,329 $ 125,000

~~See accompanying notes to the unaudited consolidated financial statements.~~

IZEA Worldwide, Inc.

Notes to the ~~Unaudited~~ Consolidated Financial Statements

NOTE 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

IZEA Worldwide, Inc. ~~(together with its wholly-owned subsidiaries,~~(“IZEA,” “we,” “us,” ~~“our,” “IZEA”~~ or ~~the “Company”~~“our”) is a Nevada corporation that was founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In January 2015, IZEA purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”). In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary, incorporated in Ontario, Canada, to operate as a sales and support office for IZEA’s Canadian customers. In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”) and in July 2018, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”). ZenContent, Ebyline, and TapInfluence were merged into IZEA, and the legal entities were dissolved in December 2017, December 2019 and December 2020, respectively.

~~The Company~~ creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content ~~creators. The~~ creators ~~are compensated~~such as bloggers and tweeters (“creators”). Our technology brings the marketers and creators together, enabling their transactions to be completed at scale by managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing.

We help power the ~~Company~~creator economy, allowing everyone from college students and stay-at-home individuals to celebrities and accredited journalists the opportunity to monetize their content, creativity, and influence through our marketers. IZEA compensates these creators for producing unique content such as long and ~~short form~~short-form text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their ~~personal~~ websites, blogs, and social media channels. ~~Marketers receive influential consumer content and engaging, shareable stories that drive awareness.~~

~~The Company’s primary technology platform, the IZEA Exchange (“IZEAx”), enables transactions to be completed at scale~~We provide value through ~~the management of~~managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. While the majority of the marketers engage us to perform these services (the “Managed Services”) on their behalf, they may also use our marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing our technology.

Our primary technology platform, The IZEA Exchange (“IZEAx”), is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through ~~a creator’s personal~~our creators’ websites, blogs, orand social media channels, including, among others, Twitter, Facebook, ~~Instagram,~~YouTube, Twitch, and ~~YouTube, among others.~~Instagram. We extensively use this platform to manage influencer marketing campaigns on behalf of our marketers. This platform is also available directly to our marketers as a self-service tool and a licensed white label product.

IZEAx was engineered from the ground up to replace all of our previous platforms with an integrated offering that is improved and more efficient.

In 2020, ~~the Company~~we launched two new platforms, BrandGraph and Shake. BrandGraph is a social media intelligence platform ~~that is heavily integrated with~~ ~~IZEAx~~offering marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification, and sentiment analysis. ~~and both platforms rely heavily on data from each other, but it is also available as a stand-alone platform.~~ TheBrandGraph platform maps and classifies the complex hierarchy of corporation-to-brand relationships by category and associates social content with brands through a proprietary content analysis engine. Shake is ~~a new~~an online marketplace where buyers can quickly and easily hire creators of all types for influencer marketing, photography, design, and other digital services. The Shake platform is aimed at digital creatives seeking freelance “gig” work. ~~Creators~~Creator’s list available “Shakes” onin their accounts inon the ~~platform and marketers~~platform. Marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary artificial intelligence assistant.

Impact of COVID-19

The COVID-19 pandemic impacted our operations, sales, and finances beginning in 2020. To protect the health and safety of our employees, we took precautionary action and directed all staff to work from home effective March 16, 2020. We allowed the leases for our company headquarters and temporary office spaces to expire at the end of their terms throughout 2020. We have not experienced any major declines in operating efficiency in our remote working environment and have decided to continue our work-from-home policy indefinitely as a virtual-first employer.

We will continue to monitor the COVID-19 situation actively and may take further actions altering the business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our future financial results.

Basis of Presentation

The accompanying consolidated balance sheet as of ~~June 30, 2021,~~March 31, 2022, the consolidated statements of operations and comprehensive loss for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the consolidated statements of stockholders' equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and the consolidated statements of cash flows for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated balance sheet as of December 31, ~~2020~~2021 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, ~~2020~~2021, included in the Company's Annual Report on Form 10-K filed with the SEC on March ~~30, 2021.~~31, 2022.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

Principles of Consolidation

The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries, subsequent to the subsidiaries’ individual acquisition, merger or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

~~IZEA Worldwide, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited ~~to:~~to the magnitude and duration of COVID-19, the extent to which it impacts worldwide macroeconomic conditions, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of ~~June 30, 2021~~March 31, 2022, and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included but were not limited to estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and assessments of impairment related to long-lived assets, intangible assets, and goodwill. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts toon the Company’s consolidated financial statements in future reporting periods.

Despite the Company’s efforts, the ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the full extent to which COVID-19 will negatively impact its financial results or liquidity. In consideration of the effect of COVID-19 on the assumptions and estimates used in the preparation of the financial statements, the Company identified the goodwill impairment disclosed in Note 3 as a material adverse effect on its results of operations and financial position in the first quarter of fiscal 2020 that was caused by COVID-19’s effect on economic conditions and its business operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. ~~Deposits in our banks are insured by~~The FDIC insures deposits made to the ~~FDIC~~Company bank accounts up to ~~a maximum amount of~~ $250,000. The CDIC insures deposits made to the Company bank account in Canada up to CAD 100,000. Deposit balances exceeding ~~this limit~~these limits were approximately ~~$74.7~~$71.7 million and ~~$31.4~~$74.9 million as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

Accounts Receivable and Concentration of Credit Risk

The Company’s accounts receivable balance consists of trade receivables, unbilled receivables, and a reserve for doubtful accounts. Trade receivables are customer obligations due under ~~normal~~standard trade terms. Unbilled receivables represent amounts owed for work that has been performed but not yet billed. The Company had net trade receivables of ~~$6,114,296~~$7,232,501 and unbilled receivables of ~~$18,653 as of June 30, 2021.~~$27,390 at March 31, 2022. The Company had net trade receivables of ~~$5,148,213~~$7,577,177 and unbilled receivables of ~~$58,992 as of~~$21,926 at December 31, 2020. Management considers an account to be delinquent when the customer has not paid an amount due by its associated due date. Uncollectibility of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by a marketer for a creator to develop or share content on behalf of a marketer. If a portion of the account balance is deemed uncollectible, the Company will either write-off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. 2021.

Management determines the ~~collectibility~~collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. An account is delinquent when the customer has not paid an amount due by its associated due date. If a portion of the account balance is deemed uncollectible, the Company will either write off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. The Company had a reserve for doubtful accounts of $155,000 and $155,000 as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021, respectively. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change ~~as a result of~~due to a change in economic conditions or business conditions within the industry, the individual customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations ~~and comprehensive loss~~ as a general and administrative expense. Bad debt expense was ~~approximately 1% of revenue or~~ less ~~for the six months ended June 30, 2021 and 1.4%~~than 0.1% of revenue for each of the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2022 and 2021.

Concentrations of credit risk ~~with respect to~~for accounts receivable have typically been ~~typically~~ limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. However, ~~with~~ the Company’s addition of SaaS customers it has increased credit exposure on certain customers who carry significant credit balances related to their marketplace spend. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. The Company ~~had~~currently has two customers that each accounted for ~~31% of total accounts receivable as of June 30, 2021 and no customer that accounted for an aggregate of~~ more than 10% of total accounts receivable asat March 31, 2022, and zero customers that accounted for more than 10% of total accounts receivable at December 31, ~~2020.~~2021. The Company had three customers that each accounted for ~~36% of its revenue during the three months ended June 30, 2021 and one customer that accounted for~~more than 10% of its ~~revenue~~gross billings during the ~~three months ended June 30, 2020. The~~

IZEA Worldwide, Inc.

Notes to the ~~Unaudited~~ Consolidated Financial Statements

~~Company had one customer that accounted for 11% of its revenue during the six~~three months ended ~~June 30, 2021~~March 31, 2022, and no ~~customer~~customers that accounted for more than 10% of its ~~revenue~~gross billings during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

Property and Equipment

Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:


Computer Equipment			3 years
Office Equipment			3 - 10 years
Furniture and Fixtures			5 - 10 years

Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in general and administrative expense in the consolidated statements of ~~operations and comprehensive loss. There were 0 impairment charges associated with the Company’s long-lived tangible assets during the three and six months ended June 30, 2021 and 2020.~~

operations.

Goodwill

Goodwill represents the excess of the consideration transferred for an acquired business over the fair value of the underlying identifiable net assets. The Company has goodwill in connection with its acquisitions of Ebyline, ZenContent, and TapInfluence. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge ~~for~~in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of ~~impairment~~goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.

The Company performs its annual impairment tests of goodwill as of October 1 of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, ~~which is~~ referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information ~~available;~~available, (ii) engage in business ~~activities;~~activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company had 1 reporting unit as of ~~June 30, 2021.~~

March 31, 2022.

Intangible Assets

The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent, and TapInfluence. The Company ~~is amortizing~~amortized the identifiable intangible assets over ~~periods of~~ 12 to 60 months. See Note 3 for further details.

The Company accounts for its digital assets held as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company maintains ownership of and control over its digital assets and may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently evaluated for any impairment losses incurred since acquisition.

~~Management~~The Company reviews long-lived assets, including ~~property and equipment,~~ software development costs and other intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the ~~asset's~~asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the asset’s fair value ~~of the asset~~ and the carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions, and estimates of residual values. Fair values take into consideration management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. ~~There were 0~~The Company did not recognize any impairment charges associated with the Company’s acquired identifiable intangible assets ~~during~~in the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022, and ~~2020.~~

2021. The Company did recognize an impairment of $62,976 on digital assets held as indefinite-lived intangible assets in the three months ended March 31, 2022. There were no impairment charges on digital assets for the three months ended March 31, 2021.

Software Development Costs

In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain ~~internal use~~internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning

~~IZEA Worldwide, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

planning stage and in the post-implementation stage of software development or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and ~~infrastructure~~ development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. The Company also capitalizes certain costs associated with cloud computing arrangements ("CCAs"). ~~Software development,~~These software developments, acquired technology, and CCA costs are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of ~~operations and comprehensive loss.~~operations. See Note 4 for further details.

Leases

~~On January 1, 2019, the Company adopted~~ Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), ~~which~~ established a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet ~~that have~~with a lease term of 12 months or less at the commencement date.

Revenue Recognition

The Company generates revenue from four primary sources: (1) revenue from its managed services when a marketer (typically a brand, agency, or partner) pays the Company to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”); (2) revenue from fees charged to software customers on their marketplace spend within the Company's IZEAxand ~~and~~ Shake platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the IZEAx and BrandGraphplatforms (“License Fees”); and, (4) revenue derived from other fees such as inactivity fees, early cash-out fees, and other miscellaneous fees charged to users of the Company's platforms (“Other Fees”).

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized based on a five-step model as follows: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) performance obligations are satisfied. The core principle of ASC 606 is that revenue is recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations.

The Company also determines whether it acts as an agent or a principal for each identified performance obligation. The determination of whether the Company acts as ~~the~~ principal or ~~the~~ agent is highly subjective and requires the Company to evaluate a number of indicators individually and as a whole in order to make its ~~determination~~. determination. For transactions in which the Company acts as a principal, revenue is reported on a gross basis as the amount paid by the marketer for the purchase of content or sponsorship, promotion, and other related services, and the Company records the amounts it pays to third-party creators as cost of revenue. For transactions in which the Company acts as an agent, revenue is reported on a net basis as the amount the Company charged to the self-service marketer using the Company’s platforms, less the amounts paid to the third-party creators providing the service.

The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. Payment terms are typically 30 days from the invoice date. The agreement typically provides for either a non-refundable deposit or a cancellation fee if the agreement is canceled by the customer prior to the completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses ~~collectibility~~collectability based on ~~a number of~~several factors, including the creditworthiness of the customer and payment and transaction history.

IZEA Worldwide, Inc.

Notes to the ~~Unaudited~~ Consolidated Financial Statements

Managed Services Revenue

For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form ~~of:~~of (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos, or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media ~~channels;~~channels, and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services ~~for the purpose of providing~~to provide public awareness or advertising buzz regarding the marketer’s brand and ~~they~~ purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. The Company allocates revenue to each performance obligation in the contract at inception based on its relative standalone selling price. These performance obligations are to be provided over a stated period that generally ranges from one day to one year. ~~Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided.~~ The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied over time as the customer receives the benefits from the services. Revenue is recognized using an input method of costs incurred compared to total expected costs to measure the progress towards satisfying the overall performance obligation of the marketing campaign. The delivery of custom content represents a distinct performance obligation that is satisfied over time as the Company has no alternative for the custom content, and the Company has an enforceable right to payment for performance completed to date under the contracts. The Company considers custom content to be a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, and revenue is recognized over time using an output method based on when each individual piece of content is delivered to the customer. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations, and it creates, reviews, and controls the services. The Company takes on the risk of payment to any third-party creators, and it establishes the contract price directly with its customers based on the services requested in the statement of work.

Marketplace Spend Fees Revenue

For Marketplace Spend Fees Revenue, the self-service customers instruct creators found through the Company’s IZEAx and Shake platforms to provide ~~and/or~~and distribute custom content for an ~~agreed upon~~agreed-upon transaction price. The Company’s platforms control the contracting, description of services, acceptance of, and payment for the requested content. This service is used primarily by news agencies or marketers to control the outsourcing of their content and advertising needs. The Company charges the self-service customer the transaction price plus a fee based on the contract. Revenue is recognized when the transaction is completed by the creator and accepted by the marketer or verified as posted by the system. Based on the Company’s evaluations, this revenue is reported on a net basis since the Company is acting as an agent through its platform for the third-party creator to provide the services or content directly to the self-service customer or to post approved content through one or more social media platforms.

License Fees Revenue

License Fees Revenue is generated ~~through the~~by granting of limited, non-exclusive, non-transferable licenses to customers for the use of the IZEAx, BrandGraph, and until February 2020, the TapInfluence technology platforms for an agreed-upon subscription period. Customers ~~may also separately subscribe to the~~ ~~IZEAx Discovery~~ ~~service within the~~ ~~IZEAx~~ ~~platform. Customers~~ license the platforms to manage their ~~own~~ influencer marketing campaigns. Fees for subscription or licensing services are recognized straight-line over the term of the service.

Other Fees Revenue

Other Fees Revenue is generated when fees are charged to the Company’s platform users, primarily related to monthly plan fees, inactivity fees, and early cash-out fees. Plan fees are recognized within the month they relate to, inactivity fees are recognized at a point in time when the account is deemed inactive, and early cash-out fees are recognized when a cash-out is either below certain minimum thresholds or when accelerated payout timing is requested.

The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material.

~~IZEA Worldwide, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

Advertising Costs

Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ were approximately ~~$512,000~~$0.5 million and ~~$78,000, respectively. Advertising costs charged to operations for the six months ended June 30, 2021 and 2020 were approximately $954,000 and $246,000,~~$0.4 million, respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of ~~operations and comprehensive loss.~~operations.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

Income Taxes

The Company has not recorded federal income tax expense due to its history of net operating losses. Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise tax in four states, which is included in general and administrative expense in the consolidated statements of operations and comprehensive loss.

The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits, and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination by the Internal Revenue Service are ~~2017~~2018 through ~~2020.~~

In March 2020, the CARES Act was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. On ~~June 18,~~ 2021, the U.S. Small Business Administration (the “SBA”) approved the forgiveness of the Company’s PPP loan and accrued interest thereon. in its entirety. The forgiveness was accounted for as debt extinguishment which resulted in a gain of $1,927,220 recorded in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss. The forgiveness of this debt is non-taxable income for federal income tax purposes.

2021.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value:

•Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities.

•Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

•Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. ~~The~~As of March 31, 2022, the Company does not have any Level 1, 2, or 3 financial assets or liabilities. The respective carrying values of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable, contract liabilities, and accrued expenses. Unless otherwise disclosed, the fair values of the Company’s long-term debt obligations approximate their carrying value based upon current rates available to the Company.

Stock-Based Compensation

Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended, and ~~restated,~~ the 2011 B Equity Incentive Plan (together, the “2011 Equity Incentive Plans”) (see Note 8) is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period on a

~~IZEA Worldwide, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

straight-line basis. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company uses the simplified method to estimate the expected term of employee stock options because it does not believe historical exercise data will provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire. The Company uses the closing stock price of its common stock on the date of the grant as the associated fair value of its common stock. ~~The~~For issuances after June 30, 2019, the Company estimates the volatility of its common stock at the date of grant based on the ~~historical~~ volatility of its ~~stock. The~~stock during the period. For issuances on or prior to June 30, 2019, the Company ~~determines~~estimated the ~~expected life~~volatility of its common stock at the date of grant based on ~~historical experience with similar awards, giving consideration to~~ the ~~contractual terms, vesting schedules~~volatility of comparable peer companies that were publicly traded and ~~post-vesting forfeitures.~~had a longer trading history than the Company. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three Months Ended Six Months Ended
2011 Equity Incentive Plans Assumptions June 30,
2021 June 30,
2020 June 30,
2021 June 30,
2020
Expected term 6 years 6 years 6 years 6 years
Weighted average volatility 120.35% 101.38% 119.43% 101.40%
Weighted average risk-free interest rate 1.12% 0.44% 0.95% 0.49%
Expected dividends 0 0 0 0
Weighted average expected forfeiture rate 10.23% 8.21% 13.89% 8.5%

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements


	Three Months Ended
2011 Equity Incentive Plans Assumptions		March 31, 2022	March 31, 2021
Expected term		6 years	6 years
Weighted average volatility		120.48%	117.97%
Weighted average risk-free interest rate		1.70%	0.70%
Expected dividends		—	—
Weighted average expected forfeiture rate		37.00%	19.64%

The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods.

The Company may issue shares of restricted stock or restricted stock units ~~which~~that vest over future periods. The value of shares is recorded as the fair value of the stock or units upon the issuance date and is expensed on a straight-line basis over the vesting period. See Note 8 for additional information related to these shares.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

~~Income Taxes:In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~ (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2021 with no material impact on its current reporting in the Company’s consolidated financial statements.

~~Investments - Equity Securities:~~ ~~In January 2020, the FASB issued ASU No. 2020-01,~~ Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, 323 and Topic 815 (“ASU 2020-01”) to clarify the scope and interaction between these standards for equity securities, equity method and certain derivatives. The Company adopted ASU No. 2020-01 on January 1, 2021 with no material impact on its current reporting in the Company’s consolidated financial statements.

Reference Rate Reform: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and further issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), in January 2021 to provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 and ASU 2021-01 also provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions ~~affected~~impacted by reference rate reform if certain criteria are met. Additionally, they only apply to contracts and hedging relationships that reference LIBOR or another reference rate expected to be

~~IZEA Worldwide, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

discontinued due to reference rate reform. ASU 2020-04 is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. As of ~~June 30, 2021,~~March 31, 2022, the Company does not have any contracts that reference LIBOR rates and this guidance has not had a material impact on its financial statements.

~~Codification Improvements:~~ ~~In October 2020, the FASB issued ASU No. 2020-08,~~ ~~Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs~~ ~~("ASU 2020-08"), and ASU No. 2020-10,~~ ~~Codification Improvements~~ ("ASU 2020-10"). ASU 2020-08 and ASU 2020-10 provide changes to clarify or improve existing guidance. The Company adopted ASU No. 2020-08 on January 1, 2021 with no material impact on its current reporting in the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Credit Losses: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In May 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt ~~the~~ ASU No. 2019-05 in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the expected impact of adopting ASU 2016-13 on its consolidated financial statements and disclosures.

Convertible ~~Instruments~~Instruments:: In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for the Company as a smaller reporting company for fiscal years beginning after December 15, 2023, with early adoption ~~permitted.~~permitted no earlier than

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact ~~that~~of ASU 2020-06 ~~will have~~ on its consolidated financial statements and related disclosures.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). Under ASU 2021-08, an acquirer in a business combination must apply ASC 606 principles when recognizing and measuring acquired contract assets and contract liabilities. The provisions of ASU 2021-08 are applicable for the Company for fiscal years and interim periods beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements and related disclosures.

NOTE 2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

June 30, 2021 December 31, 2020
Furniture and fixtures $ 221,733 $ 221,733
Office equipment 71,110 67,833
Computer equipment 516,487 513,344
Total 809,330 802,910
Less accumulated depreciation and amortization (615,544) (571,992)
Property and equipment, net $ 193,786 $ 230,918


	March 31, 2022		December 31, 2021
Furniture and fixtures	$	208,583	$	208,583
Office equipment	65,844		66,417
Computer equipment	570,480		541,330

Total	844,907		816,330
Less accumulated depreciation	(693,505)		(661,145)
Property and equipment, net	$	151,402	$	155,185

Depreciation ~~and amortization~~ expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was ~~$33,201~~$32,933 and ~~$34,578~~$32,486 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and was $65,687 and $70,207 for the six months ended June 30, 2021 and 2020,~~ respectively.

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

NOTE 3. INTANGIBLE ASSETS

The identifiable intangible assets, other than Goodwill, consists of the following assets:

June 30, 2021 December 31, 2020
Intangible Asset Gross Value Accumulated Amortization Intangible Asset Gross Value Accumulated Amortization Useful Life (in years)
Content provider networks $ 160,000 $ 160,000 $ 160,000 $ 160,000 2
Trade names 87,000 87,000 87,000 87,000 1
Developed technology 820,000 820,000 820,000 820,000 5
Self-service content customers 2,810,000 2,737,778 2,810,000 2,304,444 3
Managed content customers 2,140,000 2,140,000 2,140,000 2,140,000 3
Domains 166,469 166,469 166,469 166,469 5
Embedded non-compete provision 28,000 28,000 28,000 28,000 2
Total $ 6,211,469 $ 6,139,247 $ 6,211,469 $ 5,705,913


	March 31, 2022				December 31, 2021
	Balance		Accumulated Amortization		Balance		Accumulated Amortization		Useful Life (in years)
Content provider networks	$	160,000	$	160,000	$	160,000	$	160,000	2
Trade names	87,000		87,000		87,000		87,000		1
Developed technology	820,000		820,000		820,000		820,000		5
Self-service content customers	2,810,000		2,810,000		2,810,000		2,810,000		3
Managed content customers	2,140,000		2,140,000		2,140,000		2,140,000		3
Domains	166,469		166,469		166,469		166,469		5
Embedded non-compete provision	28,000		28,000		28,000		28,000		2
Digital Assets	150,287		—		213,263		—		Indefinite
Total	$	6,361,756	$	6,211,469	$	6,424,732	$	6,211,469

Total identifiable intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following:

June 30, 2021 December 31, 2020
Ebyline Intangible Assets $ 2,370,000 $ 2,370,000
ZenContent Intangible Assets 722,000 722,000
Domains 166,469 166,469
TapInfluence Intangible Assets 2,953,000 2,953,000
Total $ 6,211,469 $ 6,211,469
Less accumulated amortization (6,139,247) (5,705,913)
Intangible assets, net $ 72,222 $ 505,556

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

~~The Company is amortizing the identifiable intangible assets over a remaining weighted-average period of 1 month.~~


	March 31, 2022		December 31, 2021
Ebyline Intangible Assets	$	2,370,000	$	2,370,000
ZenContent Intangible Assets	722,000		722,000
Domains	166,469		166,469
TapInfluence Intangible Assets	2,953,000		2,953,000
Digital Assets	150,287		213,263
Total	$	6,361,756	$	6,424,732
Less accumulated amortization	(6,211,469)		(6,211,469)
Intangible assets, net	$	150,287	$	213,263

There were 0no impairment charges associated with the Company’s identifiable intangible assets, other than digital assets, in the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

During the three months ended March 31, 2022, the Company did not conduct any transactions in digital assets. The Company impaired the value of its digital assets by $62,976 on January 22, 2022, as the fair market value decreased from the purchase value. The impairment of digital assets is presented as a non-cash operating expense within general and administrative on the consolidated statements of operations and comprehensive loss. The fair market value of such digital assets held as of March 31, 2022 was $150,287.

Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss was ~~$216,667~~$0 and ~~$239,990~~$216,667 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $433,334 and $604,980 for the six months ended June 30, 2021 and 2020,~~ respectively.

The ~~portion~~Company determines the fair value of ~~this amortization expense specifically related~~its digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that has been determined to be the principal market for such assets (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the digital assets are impaired. In determining if an impairment has occurred, the Company considers the lowest market price of one unit of the digital asset quoted on the active exchange since acquiring the digital asset. If the then-current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the costs of acquired technology that is excluded from cost of revenue and recorded in depreciation and amortization was $11,500 and $148,000 for the three and six months ended June 30, 2020, respectively. There was 0 amortization expense specifically related to the costs of acquired technology in the three and six months ended June 30, 2021.

~~As of June 30, 2021, future estimated amortization expense related to identifiable intangible assets is set forth in the following schedule:~~


	Intangible Asset Amortization Expense
~~Remainder of 2021~~	$	~~72,222~~
~~Total~~	$	~~72,222~~

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~The Company’s goodwill balance changed as follows:~~


	~~Amount~~
~~Balance on December 31, 2019~~	$	~~8,316,722~~
~~Acquisitions, impairments, or other changes during 2020~~	~~(4,300,000)~~
~~Balance on December 31, 2020~~	~~4,016,722~~
~~Acquisitions, impairments, or other changes during 2021~~	0
~~Balance on June 30, 2021~~	$	~~4,016,722~~

In March 2020, the Company identified triggering events due to the reduction in its projected revenue due to adverse economic conditions caused by the COVID-19 pandemic, the continuation of a market capitalization below the Company’sdifference between their carrying value and ~~uncertainty for recovery given~~ the ~~volatility of the capital markets surrounding COVID-19. The Company performed an interim assessment of goodwill, using the discounted cash flow method under the income approach~~price determined.

Impairment losses on digital assets are recognized within general and the guideline transaction method under the market approach, and determined that the carrying value of our Company’s reporting unit as of March 31, 2020 exceeded the fair value. As a result of the valuation, the Company recorded a $4.3 million impairment of goodwill, which is reflected as an expense under impairment of goodwilladministrative expenses in the consolidated statements of operations and comprehensive loss in the period in which the impairment is identified. The impaired digital assets are written down to the lowest market price at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the ~~six months ended June 30, 2020. The~~same digital assets held. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

In the first quarter of 2022, the Company performed an interim impairment assessment of goodwill that did not ~~identify any triggering events during the three and six months ended June 30, 2021.~~

indicate that an impairment existed; therefore, 0 impairment of goodwill has been recorded.

NOTE 4. SOFTWARE DEVELOPMENT COSTS

Software development costs consists of the following:

June 30, 2021 December 31, 2020
Software development costs $ 3,036,810 $ 3,036,810
Less accumulated amortization (1,794,558) (1,564,126)
Software development costs, net $ 1,242,252 $ 1,472,684


	March 31, 2022		December 31, 2021
Software development costs	$	3,136,237	$	3,036,810
Less accumulated amortization	(2,123,107)		(2,017,210)
Software development costs, net	$	1,013,130	$	1,019,600

The Company developed its web-based influencer marketing platform, IZEAx, to enable influencer marketing and content creation campaigns on a greater scale. The Company continues to add new features and additional functionality to IZEAx and developed additional platforms in ~~2020,~~2022, BrandGraph and Shake, to facilitate the contracting, workflow, and delivery or posting of content as well as provide for invoicing, collaborating, and direct payments for the Company’s customers and creators. The Company capitalized software development costs of $0$99,426 and ~~$97,129~~$0 during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~The~~As a result, the Company has capitalized a total of ~~$3,036,810~~$3,136,237 in direct materials, consulting, payroll, and benefit costs to its ~~internal use~~internal-use software development costs in the March 31, 2022 consolidated balance ~~sheet as of June 30, 2021.~~sheet.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

The Company amortizes its software development costs, commencing upon initial release of the software or additional features, on a straight-line basis over the estimated useful life of five years, which is consistent with the amount of time its legacy platforms were in service. Amortization expense on software development costs that is excluded from cost of revenue and recorded in depreciation and amortization expense in the accompanying consolidated statements of operations and comprehensive loss was $114,056 and $102,539 for the three months ended June 30, 2021 and 2020, respectively, and $230,432 and $203,189 for the six months ended June 30, 2021 and 2020, respectively.

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

As of ~~June 30, 2021,~~March 31, 2022, future estimated amortization expense related to software development costs is set forth in the following schedule:

Software Development Amortization Expense
Remainder of 2021 $ 222,652
2022 400,474
2023 359,685
2024 177,764
2025 78,920
Thereafter 2,757
Total $ 1,242,252


	Software Development Amortization Expense
Remainder of 2022	$	304,520
2023	379,571
2024	197,649
2025	98,805
2026	22,642
2027	9,943
Total	$	1,013,130

NOTE 5. ACCRUED EXPENSES

Accrued expenses consist of the following:

June 30, 2021 December 31, 2020
Accrued payroll liabilities $ 1,743,404 $ 1,504,113
Accrued taxes 127,463 286,455
Current portion of finance obligation 31,312 30,487
Accrued other 195,295 103,918
Total accrued expenses $ 2,097,474 $ 1,924,973


	March 31, 2022		December 31, 2021
Accrued payroll liabilities	$	1,849,776	$	2,251,284
Accrued taxes	68,296		76,079
Current portion of finance obligation	34,292		33,388
Accrued other	134,917		142,131
Total accrued expenses	$	2,087,281	$	2,502,882

NOTE 6. NOTES PAYABLE

Canada Emergency Business Account (“CEBA”) Loan

On April 22, 2020, the Company received a Canadian dollar loan in the principal amount of 40,000 CAD ($~~32,255~~31,985 USD as of ~~June 30, 2021~~March 31, 2022), from TD Canada Trust Bank pursuant to a CEBA term loan agreement (the “CEBA Loan”). The CEBA Loan has an initial term from inception through December 31, 2022 (the “Initial Term”) and an ~~extended term~~extended-term from January 1, 2023 through December 31, 2025 (the “Extended Term”). ~~NaN~~No interest is accrued, and 0no payments are due on the loan during the Initial Term. If the Company repays 75% of the CEBA Loan (30,000 CAD) on or prior to December 31, 2022, which the Company plans to do, the remaining 10,000 CAD balance will be forgiven. Otherwise, interest will begin to accrue on the unpaid balance on January 1, 2023, with monthly interest payments commencing on January 31, 2023, until the CEBA Loan is paid in full on or before the end of the Extended Term.

~~Paycheck Protection Program (“PPP”) Loan~~

On April 23, 2020, the Company received a loan from Western Alliance Bank (the “Lender”) in the principal amount of $1,905,100 (the “PPP Loan”) under the Paycheck Protection Program (“PPP”), evidenced by a promissory note issued by the Company (the “Note”) to the Lender.

~~The term of the Note was~~ ~~two~~ years and carried a fixed interest rate of 1 percent per year. Certain amounts received under the PPP Loan were able to be forgiven if the loan proceeds were used for eligible purposes, including payroll costs and certain rent or utility costs, and the Company met other requirements regarding, among other things, the maintenance of employment and compensation levels.

Loan payments on the PPP Loan may be deferred to either (1) the date that the SBA remits the Company’s loan forgiveness amount to the Lender or (2) ten months after the end of the Company’s loan forgiveness covered period, if the Company does not apply for loan forgiveness~~. The Company submitted its forgiveness application for the entire amount of the loan in December 2020.~~ ~~On June 18, 2021, the Company was notified by the Lender that the loan had been forgiven by the SBA in full, including accrued interest. The principal amount of~~ ~~$1,905,100~~ ~~and accrued interest of $22,120, totaling $1,927,220, was recorded as a gain on forgiveness of debt~~ ~~in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss in the three and six months ended June 30, 2021.~~

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~The principal balance of the PPP Loan was $1,905,100, with $1,477,139 reflected in the current portion of notes payable in the consolidated balance sheets as of December 31, 2020.~~

Finance Obligation

The Company has 2 ~~long term~~long-term payment plans with a vendor to pay for its computer equipment in 4 annual payments between October 2019 and February 2023. The Company used an imputed interest rate of 9.5%, based on its incremental borrowing rate, to determine the present value of its ~~finance~~financial obligation. The total balance owed was ~~$65,604~~$34,292 and ~~$74,295~~$43,808 as of ~~June 30,~~March 31, 2022 and 2021, ~~and December 31, 2020,~~ respectively, with the short-term portion of ~~$31,312~~$34,292 and ~~$30,487~~$33,388 recorded under accrued expenses in the consolidated balance sheets as of ~~June 30,~~March 31, 2022 and 2021, ~~and December 31, 2020,~~ respectively.

Secured Credit Facility

The Company had a secured credit facility agreement (also referred to herein as “line of credit”) with Western Alliance Bank, the parent company of Bridge Bank, N.A. of San Jose, California, which itwas obtained on March 1, 2013, and expanded on April 13, ~~2015, and terminated in April 2021. Pursuant to the secured~~2015. The line of credit ~~facility~~ agreement as amended, the Company could submit requests for advances up to 80% of its eligible accounts receivable up to a maximum credit limit of $5 million. Interest accrued on the advances at the rate of prime plus 1.5% per annum and the default rate of interest was prime plus 7%. This agreement was secured by the Company’s accounts receivable and substantially all of the Company’s other assets. The agreement renewed in April of each year and required the Company to pay an annual facility fee of $20,000 ~~(0.4% of the credit limit)~~ and an annual due diligence fee of $1,000 upon renewal. ~~The Company had 0 amounts outstanding under this secured credit facility as of December 31, 2020.~~

~~The annual fees were capitalized in the Company’s consolidated balance sheet within other current assets and are amortized to interest expense over one year.~~ During the ~~six~~three months ended ~~June 30,~~March 31, 2021, ~~and 2020,~~ the Company amortized ~~$7,000 and $10,500, respectively,~~$5,250 of ~~the secured credit facility~~such costs through interest expense. ~~There are 0 remaining capitalized loan costs related~~The Company terminated its line of credit in April 2021.

IZEA Worldwide, Inc.

Notes to the ~~secured credit facility as of June 30, 2021.~~Consolidated Financial Statements

Summary

Interest expense on financing arrangements recorded in the Company’s consolidated statements of operations and comprehensive loss was ~~$6,172~~$965 and ~~$14,173 for~~$13,793 during the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $12,642 and $14,173 for the six months ended June 30, 2021 and 2020,~~ respectively.

As of ~~June 30, 2021,~~March 31, 2022, the future contractual maturities of ~~our~~the Company’s debt obligations by year ~~are~~is set forth in the following schedule:

Remainder of 2021 $ 21,796
2022 33,388
2023 10,420
Total $ 65,604


Remainder of 2022	$	66,277
Total	$	66,277

NOTE 7. COMMITMENTS AND CONTINGENCIES

Lease Commitments

~~Due to the Company’s current work from home policy enacted on March 16, 2020 as a result of~~ ~~the COVID-19 pandemic, and its intent to remain virtual first, t~~heThe Company does not have any ~~office lease agreements as of June 30, 2021. Additionally, the Company does not have any other~~operating or finance ~~lease~~leases greater than 12 months in duration as of ~~June 30,~~March 31, 2022. The Company did not have any leasehold rent or operating lease expenses during the three months ended March 31, 2022 and 2021.

Retirement Plans

The Company offers a 401(k) plan to all of its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two

years of service. Total ~~rent~~ expense for employer matching contributions during the three months ended March 31, 2022 and 2021 was recorded in ~~general and administrative expense in~~ the ~~accompanying~~Company’s consolidated statements of operations ~~and comprehensive loss was $76,545 and $224,528 for the three and six months ended June 30, 2020, respectively. Upon the January 1, 2019 adoption of ASU No. 2016-02,~~ ~~Leases, the Company had 1 material lease greater than 12 months in duration. This was the lease associated with its corporate headquarters in Winter Park, Florida, which expired in April 2020.~~as follows:

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

Cash paid for this 1 operating lease was $28,379 and $113,516 during the three and six months ended June 30, 2020, respectively. There were no lease commitments or leasehold rent expense during the three and six months ended June 30, 2021.


	Three Months Ended
		March 31, 2022		March 31, 2021
Cost of revenue		$	29,073	$	10,148
Sales and marketing		43,732		27,666
General and administrative		44,762		24,848
Total contribution expense		$	117,567	$	62,662

Litigation

From time to time, the Company may become involved in various other lawsuits and legal proceedings that arise in the ordinary course of its business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is currently not aware of any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on the Company. Regardless of ~~final outcomes,~~the outcome, however, any such proceedings or claims may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary interim rulings.

NOTE 8. STOCKHOLDERS’ EQUITY

Authorized Shares

The Company has 200,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share.

Sale of Securities

~~On June 4, 2020, the~~The Company entered into an ATM Sales Agreement in June 2020, which was amended in July 2020 (the “2020 Sales Agreement”), with National Securities Corporation, as sales agent (“National Securities”), pursuant to which the Company could offer and sell, from time to time, through National Securities, up to $40 million in the aggregate shares of ~~the Company's~~its common stock, by any method deemed to be an “at the market offering” ~~(“ATM~~under Rule 415 of the Securities Act (the “ATM Offering”).

~~On June 12, 2020, the Company entered into an amendment to the~~ The 2020 Sales Agreement ~~to increase the amount of common stock that could be offered~~was fulfilled in April 2021 and ~~sold in the ATM Offering to $40 million in the aggregate.~~ terminated thereafter.

On January 25, 2021, the Company entered into a new ATM Sales Agreement (the “January 2021 Sales Agreement”) with National Securities, pursuant to which the Company may offer and sell, from time to time, through National Securities up to $35 million shares of its common stock, by any method ~~deemed~~determined to be an ~~ATM Offering.~~“at the market offering” under Rule 415 of the Securities Act. The January 2021 Sales Agreement was fulfilled in April 2021 and terminated thereafter.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, the Company sold ~~11,186,084~~a total of 8,701,691 shares at an average price of ~~$4.16~~$3.95 per share for total gross proceeds of ~~$46,544,688~~$34,358,012 pursuant to the 2020 Sales Agreement and the January 2021 Sales Agreement with National Securities. As of June 30, 2021, the Company had sold a total of 26,005,824 shares at an average price of $2.88 per share for total gross proceeds of $74,999,785 pursuant to the 2020 Sales Agreement and January 2021 Sales Agreement with National Securities. The 2020 Sales Agreement and January 2021 Sales Agreement were terminated following the sale of all shares of common stock available to be sold thereunder.

On June 21, 2021, the Company entered into a third ATM Sales Agreement (the “June 2021 Sales Agreement”) with National Securities, ~~Corporation,~~ as sales agent, pursuant to which the Company ~~could~~can offer and sell, from time to time, through National Securities, up to $100 million of shares of the Company’s common stock by any method deemed to be an ~~ATM Offering.~~“at the market offering” under Rule 415 of the Securities Act. No sales have been made under this agreement as of ~~June 30, 2021.~~

March 31, 2022.

Equity Incentive Plans

In May 2011, the Company’s Board of Directors (the “Board”) adopted the 2011 Equity Incentive Plan of IZEA Worldwide, Inc. (as amended, the ~~“May 2011~~“2011 Equity Incentive Plan”). The Company’s stockholders approved an amendment and restatement of the ~~Company’s May~~ 2011 Equity Incentive Plan at ~~its~~the Company’s 2020 Annual Meeting of Stockholders held on December 18, 2020, to allow the Company to award restricted stock, restricted stock units, and stock options covering up to 7,500,000 shares of common stock as incentive compensation for its ~~officers,~~ employees ~~consultants,~~ and advisors, including its non-employee directors. Shares of the Company’s common stock that are withheld (or not issued) to cover the purchase price of an option or any required tax withholding obligation will again be available for issuance under the May 2011 Plan.consultants. As of ~~June 30, 2021,~~March 31, 2022, the Company had ~~3,738,173~~3,312,081 remaining shares of common stock available for issuance pursuant to future grants under the ~~May~~ 2011 Equity Incentive Plan.

In August 2011, the Company adopted the 2011 B Equity Incentive Plan (the “August 2011 Plan”) reserving 4,375 shares of common stock for issuance under the August 2011 Plan. ~~As of June 30, 2021, the Company had 4,375 remaining shares of common stock available for future grants under the~~The August 2011 ~~Plan.~~

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

Plan expired in 2021 and no new grants may be made thereunder.

Restricted Stock

Under ~~both~~ the ~~May~~ 2011 Plan, ~~and the August 2011 Plan (together, the “2011 Equity Incentive Plans”),~~ the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions.

On January 31, 2020, the Company issued its 5 independent directors a total of 390,625 shares of restricted common stock initially valued at $125,000 for their annual service as directors of the Company. The stock vested in equal monthly installments from January through December 2020.

~~During the six months ended June 30,~~In 2021, the Company issued its 6 independent directors a total of 30,324 shares of restricted common stock initially valued at $147,329 for their annual service as directors of the Company. The stock vests in equal monthly installments from January through December 2021. A new board member started on February 9, 2021 and the annual stock compensation was pro-rated.

In 2022, the Company issued each of its 5 independent directors a total of 105,930 shares of restricted common stock initially valued at $125,000 for their annual service as directors of the Company. The stock vests in equal monthly installments from January through December 2022.

The following table contains summarized information about restricted stock issued during the year ended December 31, ~~2020~~2021 and the ~~six~~three months ended ~~June 30, 2021:~~March 31, 2022:

Restricted Stock Activity Common Shares Weighted Average
Grant Date
Fair Value Weighted Average
Remaining Years
to Vest
Nonvested at December 31, 2019 31,282 $ 2.15 1.9
Granted 390,625 0.32
Vested (408,241) 0.39
Forfeited 0
Nonvested at December 31, 2020 13,666 $ 2.28 1.4
Granted 30,324 4.86
Vested (20,184) 4.22
Forfeited 0
Nonvested at June 30, 2021 23,806 $ 3.92 0.7


Restricted Stock	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2020	13,666	$	2.28	1.4
Granted	30,324	4.86
Vested	(40,437)	4.25
Forfeited	—	—
Nonvested at December 31, 2021	3,553	$	1.83	0.7
Granted	105,930	1.18
Vested	(28,340)	1.24
Forfeited	—	—
Nonvested at March 31, 2022	81,143	$	1.19	0.8

Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations within the financial statements of total shares outstanding and basic earnings per share until such time as the restricted stock vests.

Expense recognized on restricted stock issued to ~~non-employees~~directors for services was ~~$37,544~~$31,223 and ~~$31,249~~$34,696 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $72,240 and $62,499 during the six months ended June 30, 2021 and 2020,~~ respectively. Expense recognized on restricted stock issued to employees was ~~$6,500~~$3,829 and ~~$7,133 for~~$6,507 during the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $13,007 and $20,668 during~~respectively.

IZEA Worldwide, Inc.

Notes to the ~~six months ended June 30, 2021 and 2020, respectively.~~Consolidated Financial Statements

On ~~June 30, 2021,~~March 31, 2022, the fair value of the Company’s common stock was approximately ~~$2.55~~$1.66 per share and the intrinsic value on the non-vested restricted stock was ~~$60,705.~~$134,699. Future compensation expense related to issued, but non-vested, restricted stock awards as of ~~June 30, 2021~~March 31, 2022, is ~~$93,285.~~$96,453. This value is estimated to be recognized over the weighted-average vesting period of approximately ~~eight~~nine months.

Restricted Stock Units

The Board determines the terms and conditions of each restricted stock unit award issued under the May 2011 Plan.

The Company issued 84,994 restricted stock units on January 3, 2020 to Mr. Schram under the terms of his employment agreement. The restricted stock units were initially valued at $23,739 and vest in equal monthly installments over 48 months from issuance. The Company also issued 100,000 restricted stock units on January 3, 2020 to Mr. Schram as additional incentive compensation. The restricted stock units were initially valued at $27,930 and vest 12 months from issuance.

During the ~~twelve~~three months ended ~~December~~March 31, ~~2020,~~2022, the Company issued a total of ~~580,099~~200,867 restricted stock units initially valued at ~~$215,936~~$235,928 to non-executive employees as additional incentive compensation. The restricted stock units vest ~~12 months from issuance.~~

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

During the twelve months ended December 31, 2020, the Company issued Mr. Murphy 123,228 restricted stock units valued at $61,790 for bonuses owed under the terms of his amended employment agreement. The restricted stock units vest in equal monthly installments over 36 months from issuance.

During the twelve months ended December 31, 2020, the Company issued Mr. Schram 41,824 restricted stock units initially valued at $14,052 for bonuses owed under the terms of his employment agreement. The restricted stock units vest in equal monthly installments over 48 months from issuance.

During the six months ended June 30, 2021 the Company issued Mr. Murphy 100,000 restricted stock units valued at $394,000 as a one-time bonus. The restricted stock units vest in equal monthly installments over 10 months from issuance.

During the six months ended June 30, 2021 the Company issued 13,270 restricted stock units valued at $41,124 to 18 non-executive employees related to performance bonuses. The restricted stock units vest 12 months from issuance.

The following table contains summarized information about restricted stock units during the year ended December 31, ~~2020~~2021 and the ~~six~~three months ended ~~June 30, 2021:~~March 31, 2022:


Restricted Stock Units Activity		Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2019		366,812	$	0.42	3.2
Granted		930,145	0.37
Vested		(172,441)	0.41
Forfeited		(154,167)	0.30
Restricted Stock Units						Restricted Stock Units	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2020	Nonvested at December 31, 2020	970,349	$	0.39	1.2	Nonvested at December 31, 2020	970,349	$	0.39	1.2
Granted	Granted	113,270	3.84			Granted	229,638	2.93
Vested	Vested	(599,031)	0.62			Vested	(817,417)	0.83
Forfeited	Forfeited	0	0			Forfeited	(7,126)	1.77
Nonvested at June 30, 2021		484,588	$	0.92	1.6
Nonvested at December 31, 2021						Nonvested at December 31, 2021	375,444	$	0.96	1.8
Granted						Granted	200,867	1.17
Vested						Vested	(47,318)	0.47
Forfeited						Forfeited	(52,091)	1.56
Nonvested at March 31, 2022						Nonvested at March 31, 2022	476,902	$	1.03	2.2

During the three and six months ended June 30, 2021, the Company withheld 18,546 and 182,544 shares of common stock valued at $55,386 and $396,962, respectively, to cover statutory employee withholding taxes due upon the delivery of common stock for the vested restricted stock units. Expense recognized on restricted stock units issued to employees was ~~$142,435~~$42,624 and ~~$58,477 for~~$137,808 during the three months ended ~~June 30,~~March 31, 2022, and 2021, ~~and 2020, respectively, and $280,243 and $115,084 during the six months ended June 30, 2021 and 2020,~~ respectively. On ~~June 30, 2021,~~March 31, 2022, the fair value of the Company’s common stock was approximately ~~$2.55~~$1.66 per share and the intrinsic value on the non-vested restricted units was ~~$1,235,699.~~$783,829. Future compensation related to the non-vested restricted stock units as of ~~June 30, 2021~~March 31, 2022, is ~~$389,897~~$432,869 and it is estimated to be recognized over the weighted-average vesting period of approximately ~~1.6~~2.2 years.

Stock Options

Under the 2011 Equity Incentive ~~Plans,~~Plan, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten years and the option typically vests on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plans.

On January 28, 2022, in connection with a shift in the Company’s employee compensation strategy toward restricted stock units, the Board of Directors amended the employment agreement for each of Edward Murphy, Ryan Schram, and Peter Biere to provide for grants of restricted stock units instead of stock options. One service agreement providing for the issuance of 125 stock options was pending from 2021 pursuant to completion of a defined performance obligation. These stock options were issued on January 20, 2022. Otherwise, the Company intends to issue restricted stock units rather than stock options for equity compensation purposes going forward.

A summary of option activity under the 2011 Equity Incentive Plans during the periods ended December 31, 2021, and March 31, 2022, is presented below:

2017

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

~~A summary of option activity under the 2011 Equity Incentive Plans during the year ended December 31, 2020 and the six months ended June 30, 2021, is presented below:~~

Options Outstanding Common Shares Weighted Average
Exercise Price Weighted Average
Remaining Life
(Years)
Outstanding at December 31, 2019 1,357,837 $ 3.24 7.2
Granted 411,350 0.69
Exercised (369) 1.00
Expired 0 0
Forfeited (56,012) 5.08
Outstanding at December 31, 2020 1,712,806 $ 2.56 6.9
Granted 113,689 3.26
Exercised (133,275) 0.32
Expired 0 0
Forfeited (12,979) 4.09
Outstanding at June 30, 2021 1,680,241 $ 2.78 6.6
Exercisable at June 30, 2021 1,022,605 $ 3.80 5.3


Options Outstanding	Common Shares	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2020	1,712,806	$	2.56	6.9
Granted	296,569	2.60
Exercised	(182,722)	3.26
Forfeited	(30,990)	0.32
Outstanding at December 31, 2021	1,795,663	$	2.79	6.4
Granted	125	1.15
Exercised	(5,000)	1.34
Forfeited	(16,883)	3.96
Outstanding at March 31, 2022	1,773,905	$	2.78	6.0

Exercisable at March 31, 2022	1,223,516	$	3.37	5.1

During the ~~six~~three months ended ~~June 30, 2021, 133,275~~March 31, 2022, 5,000 options were exercised for gross proceeds of ~~$42,864.~~$6,700. The intrinsic value onof the exercised options was ~~$406,405. There were 369 options exercised during~~$0. During the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021, 1510 options were exercised for gross proceeds of $2,144. The intrinsic value of the exercised options was $4,651. The fair value of the Company's common stock on ~~June 30, 2021~~March 31, 2022, was approximately ~~$2.55~~$1.66 per share, and the intrinsic value on outstanding options as of ~~June 30, 2021~~March 31, 2022, was ~~$1,618,451.~~$708,393. The intrinsic value onof the exercisable options as of ~~June 30, 2021~~March 31, 2022, was ~~$613,906.~~

$411,981.

A summary of the nonvested stock option activity under the 2011 Equity Incentive ~~Plans~~Plan during the ~~year~~periods ended December 31, ~~2020~~2021, and ~~the six months ended June 30, 2021,~~March 31, 2022, is presented below:

Nonvested Options Common Shares Weighted Average
Grant Date
Fair Value Weighted Average
Remaining Years
to Vest
Nonvested at December 31, 2019 600,779 $ 0.64 3.0
Granted 411,350 0.56
Vested (283,766) 0.72
Forfeited (12,877) 0.88
Nonvested at December 31, 2020 715,486 $ 0.56 2.5
Granted 113,689 2.81
Vested (165,522) 0.65
Forfeited (6,017) 0.92
Nonvested at June 30, 2021 657,636 $ 0.93 2.3


Nonvested Options	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2020	715,486	$	0.56	2.5
Granted	296,569	2.25
Vested	(339,099)	0.73
Forfeited	(17,152)	1.38
Nonvested at December 31, 2021	655,804	$	1.22	2.3
Granted	125	1.00
Vested	(91,316)	0.87
Forfeited	(14,224)	3.31
Nonvested at March 31, 2022	550,389	$	1.22	2.1

There were outstanding options to purchase ~~1,680,241~~1,773,905 shares with a weighted average exercise price of $2.78 per share, of which options to purchase ~~1,022,605~~1,223,516 shares were exercisable with a weighted average exercise price of ~~$3.80~~$3.37 per share as of ~~June 30, 2021.~~

March 31, 2022.

Expense recognized on stock options issued to employees during the three months ended ~~June 30,~~March 31, 2022, and 2021 was $68,656 and ~~2020 was $55,991 and $52,702, respectively. Expense recognized on stock options issued to employees during the six months ended June 30, 2021 and 2020 was $108,398 and $111,753,~~$52,407, respectively. Future compensation related to non-vested awards as of ~~June 30, 2021~~March 31, 2022, is ~~$526,420,~~$644,133, and it is estimated to be recognized over the weighted-average vesting period of approximately ~~2.3~~2.1 years.

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~

The following table shows the number of stock options granted under the Company’s 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options using a Black-Scholes option-pricing model during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, and ~~2020:~~2021:

Period Ended Total Stock
Options
Granted Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Expected Dividends Weighted-Average
Grant Date
Fair Value
June 30, 2020 217,580 $0.18 6 years 101.40% 0.49% 0 $0.16
June 30, 2021 113,689 $3.26 6 years 119.43% 0.95% 0 $2.81

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements


Period Ended	Total Options Granted	Weighted Average Exercise Price		Weighted Average Expected Term	Weighted Average Volatility	Weighted Average Risk-Free Interest Rate	Expected Dividends	Weighted Average Grant Date Fair Value		Weighted average expected forfeiture rate
March 31, 2021	44,155	$	2.61	6.0 years	117.97%	0.70%	—	$	2.24	19.64%
March 31, 2022	125	$	1.15	6.0 years	120.48%	1.70%	—	$	1.00	37.00%

Employee Stock Purchase Plan

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”), provides for the issuance of up to 500,000 shares of the Company’s common stock to employees regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule). The ESPP operates in successive six ~~months offering~~-month periods commencing ~~January 1 and July 1~~at the beginning of each ~~year.~~fiscal year half. Each eligible employee who elects to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2024, unless otherwise terminated by the Board.

~~During the six months ended June 30, 2021~~Stock compensation expense on ESPP issuances was $2,082 and 2020, employees paid $5,222 to purchase 3,376 shares of common stock and $1,944 to purchase 9,665 shares of common stock, respectively. Expense recognized on the options to purchase shares under the ESPP was $1,268 and $395 during$1,264 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. Expense recognized on the options to purchase shares under the ESPP was $2,532 and $773 during the six months ended June 30, 2021 and 2020,~~ respectively. As of ~~June 30, 2021,~~March 31, 2022, the Company had ~~392,237~~387,500 remaining shares of common stock available for future issuances under the ESPP.

Summary Stock-Based Compensation

~~Stock-based~~The stock-based compensation cost related to all awards granted to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period utilizing the weighted-average forfeiture rates as disclosed in Note 1. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ was recorded in the Company’s consolidated statements of operations ~~and comprehensive loss~~ as follows:


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020				March 31, 2022		March 31, 2021
Cost of revenue	Cost of revenue	$	1,963	$	7,565	$	3,417	$	14,569	Cost of revenue		$	7,105	$	1,454
Sales and marketing	Sales and marketing	5,318		17,587		10,748		39,643		Sales and marketing		9,859		5,430
General and administrative	General and administrative	198,913		93,555		390,015		194,066		General and administrative		100,228		191,102
Total stock-based compensation	Total stock-based compensation	$	206,194	$	118,707	$	404,180	$	248,278	Total stock-based compensation		$	117,192	$	197,986

NOTE 9. LOSS PER COMMON SHARE

Basic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted-average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations of the weighted-average number of shares of common stock outstanding until ~~such time as~~ the stock vests. Diluted loss per common share is computed by dividing the net ~~income or~~ loss by the sum of the total of the basic weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises.

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020				March 31, 2022		March 31, 2021
Net loss	Net loss	$	(111,686)	$	(1,791,142)	$	(2,104,124)	$	(7,954,603)	Net loss		$	(2,476,243)	$	(1,892,937)
Weighted average shares outstanding - basic and diluted	Weighted average shares outstanding - basic and diluted	61,386,913		36,108,073		58,874,526		35,394,639		Weighted average shares outstanding - basic and diluted		62,065,768		56,334,219
Basic and diluted loss per common share	Basic and diluted loss per common share	$	0	$	(0.05)	$	(0.04)	$	(0.22)	Basic and diluted loss per common share		$	(0.04)	$	(0.03)

The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive:

Three Months Ended Six Months Ended
June 30,
2021 June 30,
2020 June 30,
2021 June 30,
2020
Stock options 1,732,929 1,544,843 1,735,898 1,451,671
Restricted stock units 526,733 1,070,733 590,471 941,710
Restricted stock 30,712 282,809 30,022 334,509
Warrants 0 12,500 0 13,104
Total excluded shares 2,290,374 2,910,885 2,356,391 2,740,994

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements


	Three Months Ended
		March 31, 2022	March 31, 2021
Stock options		1,785,038	1,738,854
Restricted stock units		454,558	654,209
Restricted stock		64,736	29,331
Total excluded shares		2,304,332	2,422,394

NOTE 10. REVENUE

The Company has consistently applied its accounting policies with respect to revenue to all periods presented in the consolidated financial statements contained herein. ~~Beginning in 2021, we began classifying subscription fees for~~ ~~BrandGraph~~ ~~and~~ ~~IZEAx~~ Discovery as Licensing Fees; accordingly, these amounts from 2020 have been reclassified from Other Fees to conform with their 2021 classification. Beginning in 2021, the Company began classifying subscription fees for ~~BrandGraph~~ ~~and~~ ~~IZEAx~~ ~~Discovery as License Fees; accordingly, these amounts from 2020 have been reclassified from Other Fees to conform with their 2021 classification.~~ The following table illustrates the Company’s revenue by product service type:


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020				March 31, 2022		March 31, 2021
Managed Services Revenue	Managed Services Revenue	$	6,113,819	$	2,490,343	$	10,985,853	$	6,615,404	Managed Services Revenue		$	8,372,456	$	5,034,993

Marketplace Spend Fees	Marketplace Spend Fees	71,167		195,894		179,964		362,187		Marketplace Spend Fees		54,100		98,371
License Fees	License Fees	344,843		442,905		727,884		894,453		License Fees		374,441		383,041
Other Fees	Other Fees	8,910		5,897		20,670		26,663		Other Fees		89,339		11,761
SaaS Services Revenue	SaaS Services Revenue	424,920		644,696		928,518		1,283,303		SaaS Services Revenue		517,880		493,173

Total Revenue	Total Revenue	$	6,538,739	$	3,135,039	$	11,914,371	$	7,898,707	Total Revenue		$	8,890,336	$	5,528,166

The following table provides the Company’s revenues as determined by the country of domicile:

Three Months Ended Six Months Ended
June 30,
2021 June 30,
2020 June 30,
2021 June 30,
2020
United States $ 6,434,652 $ 3,068,785 $ 11,562,897 $ 7,646,793
Canada 104,087 66,254 351,474 251,914
Total $ 6,538,739 $ 3,135,039 $ 11,914,371 $ 7,898,707

~~IZEA Worldwide, Inc.~~

~~Notes to the Consolidated Financial Statements~~


	Three Months Ended
		March 31, 2022		March 31, 2021
United States		$	8,869,638	$	5,301,343
Canada		20,698		226,823
Total		$	8,890,336	$	5,528,166

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accounts receivable, net	Accounts receivable, net	$	6,132,949	$	5,207,205	Accounts receivable, net	$	7,259,891	$	7,599,103
Contract liabilities (unearned revenue)	Contract liabilities (unearned revenue)	$	8,654,765	$	7,180,264	Contract liabilities (unearned revenue)	$	12,772,552	$	11,338,095

~~The increase~~Contract liabilities represent amounts billed on customer contracts that have yet to be fully delivered. Typically, contract periods are up to twelve months in length. We expect that the balance of unearned revenues in contract liabilities is primarily the result of the increase in contracts where the customers have been charged in advance of services in future periods. The Company does not typically engage in contracts that are longer than ~~one~~ ~~year. Therefore, the Company~~will be recognized ~~substantially all of the contract liabilities recorded at the end of the year in~~within the following year and it did not recognize any contract assets as of June 30, 2021 or December 31, 2020. The Company does not capitalize costs to obtain its customer contracts given their general duration of less than ~~one~~ ~~year, and the amounts are not material.~~

twelve-month period.

Contract receivables are recognized when the receipt of consideration is unconditional. Contract liabilities relate to ~~charges to~~the consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts, which will be earned in future periods. Contract liabilities increase as a result of ~~additional charges to~~receiving new advance payments from customers and decrease as revenue is recognized upon the Company meeting the performance ~~obligations for those services.~~obligations. As a practical expedient, the Company expenses the costs of sales commissions that are paid to its sales force associated with obtaining contracts less than 1 year in length in the period incurred.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

Remaining Performance Obligations

The Company typically enters into contracts that are one year or less in length. As such, the remaining performance obligations ~~as of June 30, 2021~~at March 31, 2022 and December 31, ~~2020~~2021, are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue ~~as of June 30, 2021~~on March 31, 2022 within the next year.

~~Table of Contents~~

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. The statements, which are not historical facts contained in this report, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the notes to our consolidated financial statements, particularly those that utilize terminology such as “may,” “will,” “would,” “could,” “should,” “expects,~~” “anticipates,~~” “anticipates,” “estimates,” “believes,” “thinks,” “intends,” “likely,” “projects,” “plans,” “pursue,” “strategy” or “future,” or the negative of these words or other words or expressions of similar meaning, are forward-looking statements. Such statements are based on currently available operating, financial and competitive information, and are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict and many of which are outside of our control. Future events and our actual results and financial condition may differ materially from those reflected in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause these differences include, but are not limited to, the following:

•risks related to the restatement of the Company’s previously issued interim financial statements for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020 (the “Restatement”) included in our Annual Report for the year ended December 31, 2021, including, without limitation, potential inquiries from the SEC and/or the Nasdaq Capital Markets, the potential adverse effect on the price of our common stock, and possible claims by our stockholders or otherwise;

•the impact of the COVID-19 pandemic on our operations, financial condition, and the worldwide economy;

•the impact of the Ukraine crisis and ramifications of sanctions against Russia;

•customer cancellations;

•~~our transition to a fully remote working environment;~~

•any erroneous or inaccurate estimates or ~~judgements~~judgments relating to our critical accounting policies;

•our ability to raise the additional funding needed to fund our business operation in the future;

•our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market;

•our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;

•our ability to protect our intellectual property ~~without patents;~~and other proprietary rights;

•our ability to maintain and grow our business;

•results of any future litigation and costs incurred in connection with any such litigation;

•competition in the industry;

•~~variability of operating results;~~

•~~market acceptance of our IZEAx, Shake and BrandGraph platforms;~~

•variability of operating results;

•our ability to maintain and enhance our brand;

•accuracy of tracking the number of user ~~accounts and our ability to detect click-fraud;~~accounts;

•~~reliance on third-party social media platforms~~any security breaches or other disruptions compromising our proprietary information and exposing us to ~~provide the mechanism necessary to deliver influencer marketing;~~liability;

•our development and introduction of new products and services;

•the successful integration of acquired companies, technologies, and assets into our portfolio of software and services;

•marketing and other business development initiatives;

Table of Contents

•general government ~~regulation, including relating to user privacy;~~regulation;

•economic conditions, including as a result of health and safety concerns;

•~~the ability of our security measures to protect against cyberattacks;~~

•~~the volatility of the price of our common stock;~~

•dependence on key personnel;

•the ability to attract, hire, and retain personnel who possess the technical skills and experience necessary to meet the service requirements of our customers;

•the potential liability ~~with respect to~~concerning actions taken by our existing and past employees;

•any losses or issues we may encounter as a consequence of accepting or holding digital assets;

•risks associated with ~~international sales;~~doing business internationally; and

•the other risks and uncertainties described in the Risk Factors ~~sections~~section of ~~this Quarterly Report and~~ our Annual Report ~~on Form 10-K~~ for the year ended December 31, ~~2020.~~

2021, filed with the SEC on March 31, 2022.

All forward-looking statements in this document are based on ~~our~~ current expectations, intentions, and beliefs using information ~~currently~~ available to us as of the date of this Quarterly ~~Report, and~~Report; we assume no obligation to update any forward-looking statements, except as required by law. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

~~Table of Contents~~

Company Overview

IZEA Worldwide, Inc. ~~(together with its wholly-owned subsidiaries, “we,” “us,” “our,” “IZEA”~~(“IZEA”, “we”, “us” or ~~the “Company”~~“our”) creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content creators such as ~~bloggers~~Instagram influencers, TikTok influencers, YouTube stars, designers, photographers, and ~~tweeters~~writers (“creators”). Marketers also engage us to gain access to our industry expertise, data, and analytics. Our primary technology ~~brings~~platform, the ~~marketers~~IZEA Exchange (“IZEAx”), is designed to provide a unified ecosystem that enables the creation and ~~creators together, enabling their transactions~~publication of multiple types of content to be completed at ~~scale~~scale.

We provide value through ~~the management of~~managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing.

~~We help power~~ While the creator economy, allowing everyone from college students and stay-at-home individuals to celebrities and accredited journalists the opportunity to monetize their content, creativity, and influence through our marketers. These creators are compensated by IZEA for producing unique content such as long and short form text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their personal websites, blogs, and social media channels.

~~Marketers engage us to gain access to our industry expertise, technology, data, analytics, and network of creators. The~~ majority of the marketers engage us to perform these services (the “Managed Services”) on their behalf, ~~but~~ they may also ~~have the ability to~~ use our marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing our technology. ~~Our technology is used for two primary purposes: the engagement of creators for~~

Influencer Marketing. We work with marketers to enable influencer marketing campaigns at scale. A subset of influencer marketing known as “Sponsored Social” is when a company compensates creators to share sponsored content with the creators’ social network followings. This sponsored content is within the body of the content stream. We believe that we pioneered the concept of a marketplace for sponsorships on the social web in 2006 with the launch of our first platform, PayPerPost. We have focused on scaling our product and service offerings ever since, including by acquiring TapInfluence in July 2018 and launching Shake and BrandGraph in 2020.

Custom Content.We also work with marketers to augment or ~~the engagement~~replace their content development efforts. Our network of creators produces editorial and marketing content that can be published both online and offline. Our network of creators includes professional journalists, subject matter experts, bloggers, and everyday content creators, allowing our customers to produce content ranging from complex white papers to simple product descriptions. Many of our content customers use this service to create ~~stand-alone~~a steady stream of posts for their corporate blogs. We first began offering custom content ~~for~~services in 2015 after acquiring Ebyline, a leading marketplace in the ~~marketers’ own use~~editorial content space, and ~~distribution. Marketers receive influential consumer content and engaging, shareable stories~~continued to expand this offering with our acquisition of ZenContent in July 2016, a company that ~~drive awareness.~~predominantly focused on e-commerce-related asset creation.

Our Platforms

~~Our primary technology platform,~~IZEAx. The ~~IZEA Exchange~~ (“~~IZEAx”), enables transactions to be completed at scale through the management of custom content workflow, creator search and targeting, bidding, analytics, and payment processing.~~ ~~IZEAx~~platform is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through ~~a creator’s personal~~our creators’ websites, blogs, orand social media channels, including, among others, Twitter, Facebook, ~~Instagram,~~YouTube, Twitch, and ~~YouTube, among others.~~Instagram. We extensively use this platform to manage influencer marketing campaigns on behalf of our marketers. This platform is also available directly to our marketers as a self-service tool and a licensed white label product. IZEAx was engineered from the ground up to replace all of our previous platforms with an integrated offering that is improved and more efficient.

BrandGraph.

In March 2020, we launched ~~two new platforms,~~ BrandGraph ~~and~~ ~~Shake~~. ~~BrandGraph~~ is, a social media intelligence ~~platform that~~platform. BrandGraph is heavily integrated with IZEAx, and both platforms rely heavily on data from each other, but it is also available as a stand-alone platform. BrandGraph offers marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification, and sentiment analysis. The platform maps and classifies the complex hierarchy of corporation-to-brand relationships by category and associates social content with brands through a proprietary content analysis engine. It

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aggregates and analyzes content data to provide insights for marketers across their competitive landscapes that are particularly useful to influencer marketing professionals, including our managed services team.

Shake. In November 2020, we launchedShake, is a new online marketplace where buyers can quickly and easily hire creators of all types for influencer marketing, photography, design, and other digital services. The Shake platform is aimed at digital ~~creatives~~creators seeking freelance “gig” work. ~~Creators~~Creator’s list available “Shakes” on their accounts inon the ~~platform and marketers~~platform. Marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary, artificial intelligence assistant.

Impact of COVID-19 on our Business

~~Our~~ The COVID-19 pandemic impacted our operations, sales, and finances ~~were impacted by the COVID-19 pandemic during the six months ended June 30,~~beginning in 2020. ~~In an effort to~~To protect the health and safety of our employees, we took precautionary action and directed all staff to work from home effective March 16, ~~2020 and we~~2020. We allowed the leases for our company headquarters and temporary office spaces to expire at the end of their terms throughout 2020. We have not experienced any major declines in operating efficiency in our remote working environment and have ~~made the decision~~decided to continue our ~~work from home~~work-from-home policy indefinitely as a ~~virtual first~~virtual-first employer.

While we are able to maintain full operations remotely, the economic conditions caused by COVID-19 have negatively impacted the business activity of our customers. We observed changes in advertising decisions, timing, and spending priorities from brand and agency customers, which resulted in ~~a negative impact to our revenue in 2020~~.

~~After the third quarter of 2020, we have seen a year over year increase in Managed Services bookings, our net orders from customers, in each of the following quarters through the second quarter of 2021~~. That growth in bookings led to a 51% growth in overall revenue in the six months ended June 30, 2021. While we have seen an increase in Managed Services bookings, there is still risk that bookings will not be recognized as revenue if customers cancel prior to the performance of service.

We will continue to actively monitor the COVID-19 situation and may take further actions altering ~~our~~the business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our future financial results.

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Key Components of Results of Operations

Overall consolidated results of operations are evaluated based on Revenue, Cost of Revenue, Sales and Marketing expenses, General and Administrative expenses, Depreciation and Amortization, and Other Income (Expense), net.

Revenue

We generate revenue from four primary sources: (1) revenue from our managed services when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management services (“Managed Services”); (2) revenue from fees charged to software customers on their marketplace spend within our IZEAx and Shake platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the IZEAx and BrandGraph platforms (“License Fees”); and (4) revenue derived from other fees such as inactivity fees, early cash-out fees, and other miscellaneous fees charged to users of our platforms (“Other Fees”).

As discussed in more detail within “Critical Accounting Policies and Use of Estimates” under “Note 1. Company and Summary of Significant Accounting Policies,” under Part I, Item 1 herein, revenue from Marketplace Spend Fees isare reported on a net basis, and revenue from all other sources, including Managed Services, License Fees, and Other Fees are reported on a gross basis. We further categorize these sources into two primary groups: (1) Managed Services and (2) SaaS Services, which includes revenue from Marketplace Spend Fees, License Fees, and Other Fees.

Cost of Revenue

Our cost of revenue consists of direct costs paid to our third-party creators who provide the custom content, influencer marketing, or amplification services for our Managed Service customers, where we report revenue on a gross basis. It also includes internal costs related to our campaign fulfillment and SaaS support departments. These costs include salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmental costs related to the personnel ~~who are primarily~~ responsible for providing support to our customers and ultimately ~~fulfillment of~~fulfilling our obligations under our contracts with customers. Where appropriate, we capitalize costs ~~that were~~ incurred with software ~~that is~~ developed or acquired for our ~~revenue supporting~~revenue-supporting platforms and amortize these costs over the estimated useful lives of those platforms. This amortization is separately stated under depreciation and amortization in our consolidated statements of operations and comprehensive loss.

Sales and Marketing

Our sales and marketing expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, travel and miscellaneous departmental costs for our marketing, sales, and sales support personnel, as well as marketing expenses such as brand marketing, public ~~relation~~relations events, trade shows, and marketing materials, and travel expenses.

General and Administrative

Our general and administrative (“G&A”) expense consists primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmental costs related to our executive, finance, legal, human resources, and other administrative personnel. It also includes travel, public company, ~~and~~ investor relations expenses, ~~as well as~~ accounting, ~~and~~

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legal professional services fees, leasehold facilities, and other corporate-related expenses. ~~General and administrative~~G&A expense also includes our technology and development costs consisting primarily of our payroll costs for our internal engineers and contractors responsible for developing, maintaining, and improving our technology, as well as hosting and software subscription costs. These costs are expensed as incurred, except to the extent that they are associated with ~~internal use~~internal-use software that qualifies for capitalization, which ~~are~~is then recorded as software development costs in the consolidated balance sheet. We also capitalize costs that are related to our acquired intangible assets. Depreciation and amortization related to these costs are separately stated under depreciation and amortization in our consolidated statements of operations and comprehensive loss. ~~General and administrative~~G&A expense also includes current period gains and losses on our acquisition costs payable ~~as well as~~and gains and losses from the sale of fixed assets. Impairments on fixed assets, intangible assets, and goodwill are included as part of general and administrative expense when they are not material and broken out separately in our consolidated statements of operations and comprehensive loss when they are material.

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Depreciation and Amortization

Depreciation and amortization expense consists primarily of amortization of our ~~internal use~~internal-use software and acquired intangible assets from our business acquisitions. To a lesser extent, we also have depreciation and amortization on equipment and leasehold improvements used by our personnel. Costs are amortized or depreciated over the estimated useful lives of the associated assets.

Other Income (Expense)

Interest Expense. Interest expense is ~~mainly~~prior years has primarily been related to the imputed interest on our ~~acquisition costs payable~~secured credit facility, accrued interest for the PPP loan, and interest ~~when we use our secured credit facility.~~on the financing of computers. The Company is only recognizing interest expense on the financing of computers in the current year.

Other ~~Income (Expense).~~Income. Other income ~~(expense)~~ consists primarily of interest income for interest earned on investments, or changes in the value of our foreign assets and liabilities and foreign currency exchange gains and losses on foreign currency transactions, primarily related to the Canadian Dollar. ~~For 2021, it also includes the gain from forgiveness of debt.~~

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Results of Operations for the Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

The following table sets forth a summary of our consolidated statements of operations and ~~comprehensive loss and~~ the change between the periods:


		Three Months Ended June 30,									Three Months Ended March 31,
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
Revenue	Revenue	$	6,538,739	$	3,135,039	$	3,403,700	109	%	Revenue	$	8,890,336	$	5,528,166	$	3,362,170	61	%

Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of revenue (exclusive of amortization)		3,284,259		1,414,249		1,870,010		132	%
Cost of revenue										Cost of revenue	5,179,724		2,457,785		2,721,939		111	%
Sales and marketing	Sales and marketing	2,302,869		1,228,691		1,074,178		87	%	Sales and marketing	2,520,343		2,078,323		442,020		21	%
General and administrative	General and administrative	2,659,578		1,920,492		739,086		38	%	General and administrative	3,502,435		2,535,147		967,288		38	%
Depreciation and amortization	Depreciation and amortization	363,924		377,107		(13,183)		(3)	%	Depreciation and amortization	138,829		365,529		(226,700)		(62)	%
Total costs and expenses	Total costs and expenses	8,610,630		4,940,539		3,670,091		74	%	Total costs and expenses	11,341,331		7,436,784		3,904,547		53	%
Loss from operations	Loss from operations	(2,071,891)		(1,805,500)		(266,391)		15	%	Loss from operations	(2,450,995)		(1,908,618)		(542,377)		28	%
Other income (expense):	Other income (expense):									Other income (expense):
Interest expense	Interest expense	(8,739)		(19,476)		10,737		(55)	%	Interest expense	(965)		(13,793)		12,828		(93)	%
Other income, net	Other income, net	1,968,944		33,834		1,935,110		5,719	%	Other income, net	(24,283)		29,474		(53,757)		(182)	%
Total other income (expense), net	Total other income (expense), net	1,960,205		14,358		1,945,847		13,552	%	Total other income (expense), net	(25,248)		15,681		(40,929)		(261)	%
Net loss		$	(111,686)	$	(1,791,142)	$	1,679,456	(94)	%
Net Loss										Net Loss	$	(2,476,243)	$	(1,892,937)	$	(583,306)	31	%

Revenue

The following table illustrates our revenue by type, the percentage of total revenue by type, and the change between the periods:


		Three Months Ended June 30,													Three Months Ended March 31,
		2021				2020				$ Change		% Change			2022				2021				$ Change		% Change
Managed Services Revenue	Managed Services Revenue	6,113,819		94	%	2,490,343		79	%	$	3,623,476	146	%	Managed Services Revenue	$	8,372,456	94	%	$	5,034,993	91	%	$	3,337,463	66	%

Marketplace Spend Fees	Marketplace Spend Fees	71,167		1	%	195,894		6	%	(124,727)		(64)	%	Marketplace Spend Fees	54,100		1	%	98,371		2	%	(44,271)		(45)	%
License Fees	License Fees	344,843		5	%	442,905		14	%	(98,062)		(22)	%	License Fees	374,441		4	%	383,041		7	%	(8,600)		(2)	%
Other Fees	Other Fees	8,910		—	%	5,897		—	%	3,013		51	%	Other Fees	89,339		1	%	11,761		—	%	77,578		660	%
SaaS Services Revenue	SaaS Services Revenue	424,920		6	%	644,696		21	%	(219,776)		(34)	%	SaaS Services Revenue	517,880		6	%	493,173		9	%	24,707		5	%

Total Revenue	Total Revenue	$	6,538,739	100	%	$	3,135,039	100	%	$	3,403,700	109	%	Total Revenue	$	8,890,336	100	%	$	5,528,166	100	%	$	3,362,170	61	%

Historically, we have invested the majority of our time and resources in our Managed Services business, which provides the majority of our revenue. Our acquisitions of Ebyline and ZenContent allowed us to expand our product offerings to provide custom content ~~and generate Marketplace Spend Fees~~ in addition to and in combination with our influencer marketing campaigns to expand our Managed Services. Our July 2018 merger with TapInfluence expanded our SaaS Services to derive revenue from Marketplace Spend Fees and License Fees.

Managed Servicesrevenue is generated when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management services. Managed Services revenue during the three months ended ~~June 30, 2021,~~March 31, 2022, increased ~~146% from~~by $3.3 million or 66% to $8.4 million compared to $5.0 million for the same period in ~~2020, primarily~~2021; nearly half of the increase comes from one large customer contract dating to early in the second quarter of 2021, with the balance of the increase due to ~~increased~~growth in orders from new and existing customers ~~returning to and~~ expanding their marketing efforts through sponsored social marketing as compared to the ~~prior year period when customers were limiting marketing efforts in light of the COVID-19 uncertainties.~~prior-year period.

SaaS Services revenue is generated by the self-service use of our technology platforms by marketers to manage their own content workflow and influencer marketing campaigns. It consists of fees earned on the marketer’s spend within the IZEAx, ~~BrandGraph~~,TapInfluence and ~~Shake~~Ebyline platforms, along with the license and support fees to access the platform services.

•~~Marketplace Spend Fees~~ ~~decreased by $124,727 to $71,167 for the three months ended June 30, 2021 when compared to $195,894 for the same period in 2020, primarily as a result lower spend levels from our marketers and lower~~

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•Marketplace Spend Fees decreased by $44,271 to $54,100 for the three months ended March 31, 2022 compared to $98,371 for the same period in 2021. The fee decrease was due to lower spend levels from our marketers and lower average fees assessed on those spends as a result of competitive pricing efforts in IZEAx. Revenue from Marketplace Spend Fees represents our net margins received on this business.

•License Fees revenue decreased during the three months ended ~~June 30, 2021~~March 31, 2022 to ~~$344,843~~$374,441 compared to ~~$442,905~~$383,041 in the same period of ~~2020.~~2021. The decrease in IZEAx license fees was offset by an increase in subscriptions for BrandGraph and IZEAx Discovery services. ~~Prior to 2021, the subscription fees for~~ ~~BrandGraph~~ ~~and~~ ~~IZEAx~~ ~~Discovery were classified under Other Fees, but these amounts from 2020 have been reclassified under License Fees to conform with their 2021 classification.~~

•Other Fees revenue increased ~~51% for~~by $77,578 during the three months ended ~~June 30, 2021~~March 31, 2022 compared to the same period in ~~2020~~2021 due to ~~an increase in~~ the ~~amount~~recognition of a large forfeited customer deposit offset by lower plan fees ~~assessed~~accessed on ~~user~~customer accounts.

Nonrefundable deposits are collected from certain customers due to defined minimum spend per the contract or prepayment required for any identified credit issues. Customers do not typically forfeit deposits held on account.

Cost of Revenue

Cost of revenue for the three months ended ~~June 30, 2021 increased by $1,870,010,~~March 31, 2022 totaled $5.2 million, or ~~approximately 132%,~~58.3% of revenue, compared to $2.5 million, or 44.5% of revenue for the same period in ~~2020 primarily as a result of the~~2021. The increase in ~~Managed Services revenue. Cost~~the cost of revenue ~~as a percentage of revenue increased from 45% in 2020 to 50% in 2021~~is primarily due to a higher ~~volume~~cost deliveries on one large customer contract dating to early in the second quarter of ~~larger~~2021, which made up approximately 14% of current quarter revenues, as well as by the overall increase in revenue from other new and existing customers. Aside from the large customer ~~contracts which generally carry a higher delivery cost.~~

contract, the cost of revenue was in range with recent historical averages.

Sales and Marketing

Sales and marketing expense for the three months ended ~~June 30, 2021~~March 31, 2022 increased by ~~$1,074,178,~~$442,020, or approximately ~~87%~~21%, compared to the same period in ~~2020. Advertising~~2021. The increase over prior year is primarily driven by additional headcount and ~~marketing expenses increased $457,000 as a result of increased spends to push brand awareness and improve customer acquisition, satisfaction, and retention. Our~~the associated payroll and personnel related expenses and stock compensation for sales and marketing personnel increased $490,000 as a result of increased commission and bonus expense due to the increase in customer bookings in the second quarter of 2021. Additionally, we began outsourcing certain sales support functions and adding new software solutions to assist personnel in 2021 resulting in an increase of $86,000 for contractors and $30,000 for software subscriptions.

costs.

General and Administrative

General and administrative expense for the three months ended ~~June 30, 2021~~March 31, 2022 increased by ~~$739,086,~~$967,288, or approximately 38%, compared to the same period in ~~2020.~~2021. General and administrative expense for the three months ended ~~June 30, 2021~~March 31, 2022 increased $467,000 due to ~~a $626,000 increase in~~higher payroll and personnel related expenses ~~and stock compensation primarily~~ as a result of an increase in ~~annual~~headcount as well as increased salaries and higher bonus ~~and stock compensation~~ expense due to the improved company ~~performance in the second quarter of 2021.~~performance. Contractor expenses increased ~~$292,000~~$220,000 as we are increasing the number of internal and external engineers working on our technology offerings. ~~These increases were partially offset by decreases in (i) rent expense of $74,000~~Software & licenses increased $190,000 due to increased hosting and software subscription costs. Professional services, including legal and accounting contractors, increased $90,000 over the ~~non-renewal~~prior year. This was due in part to the implementation of ~~expiring office facility leases, (ii) non-renewal of investor relations contracts with~~ a ~~savings of $21,000,~~new ERP system and ~~(iii)~~audit fees related to the ~~reduction in spend on legal fees of $93,000.~~

Restatement.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended ~~June 30, 2021~~March 31, 2022 decreased by ~~$13,183,~~$226,700, or approximately 3%62%, compared to the same period in ~~2020.~~

2021.

Depreciation and amortization expense on property and equipment was ~~$33,201~~$32,932 and ~~$34,578~~$32,486 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Depreciation expense has ~~decreased~~increased slightly due to the ~~disposal~~purchase of ~~aging computer~~new equipment in ~~recent quarters.~~the first quarter of 2022.

Amortization expense was ~~$330,723~~$105,896 and ~~$342,529~~$333,043 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Amortization expense related to intangible assets acquired in the Ebyline, ZenContent, and TapInfluence acquisitions was $216,667 ~~and $239,990~~ for the three months ended ~~June 30, 2021 and 2020, respectively, while~~March 31, 2021. There was no amortization expense related to intangible acquired assets for the three months ended March 31, 2022, as they were fully amortized during fiscal year 2021. Amortization expense related to internal use software development costs was ~~$114,056~~$105,896 and ~~$102,539~~$116,376 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Amortization on our intangible acquisition assets ~~is decreasing~~decreased in the three months ended March 31, 2022 due to completion of amortization on certain intangible assets acquired in prior ~~years while amortization on our internal software costs is increasing due to continued development and the release of~~ ~~BrandGraph~~ ~~and~~ ~~Shake~~ ~~in 2020.~~

years.

Other Income (Expense)

Interest expense decreased by ~~$10,737~~$12,828 to ~~$8,739~~$965 during the three months ended ~~June 30, 2021~~March 31, 2022 compared to the same period in ~~2020~~2021 due ~~primarily~~ to the elimination of amounts owed on our acquisition costs payable and ~~amortization thereon after July 2019.~~the PPP loan.

The $53,757 decrease in other income during the three months ended March 31, 2022 when compared to the same period in 2021 resulted primarily due to reduced interest income received on cash balances due to lower interest rates and the write down of digital assets.

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The $1,935,110 increase in other income during the three months ended June 30, 2021 when compared to the same period in 2020 resulted primarily from the forgiveness of PPP Loan debt, which totaled $1,905,100, and related accrued interest of $22,120.

Net Loss

Net loss for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$111,686,~~$2,476,243, a ~~$1,679,456~~$583,306 increase compared to the net loss of ~~$1,791,142~~$1,892,937 for the same period in ~~2020.~~2021. The increase in net loss was a result of the changes discussed above.

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~~Results of Operations for the Six Months Ended June 30, 2021 and 2020~~

~~The following table sets forth a summary of our consolidated statements of operations and comprehensive loss and the change between the periods:~~

Six Months Ended June 30,
2021 2020 $ Change % Change
Revenue $ 11,914,371 $ 7,898,707 $ 4,015,664 51 %
Costs and expenses:
Cost of revenue (exclusive of amortization) 5,689,011 3,554,766 2,134,245 60 %
Sales and marketing 4,381,192 2,751,834 1,629,358 59 %
General and administrative 5,194,725 4,338,330 856,395 20 %
Impairment of goodwill — 4,300,000 (4,300,000) (100) %
Depreciation and amortization 729,453 878,376 (148,923) (17) %
Total costs and expenses 15,994,381 15,823,306 171,075 1 %
Loss from operations (4,080,010) (7,924,599) 3,844,589 (49) %
Other income (expense):
Interest expense (22,532) (26,094) 3,562 (14) %
Other income (expense), net 1,998,418 (3,910) 2,002,328 (51,210) %
Total other income (expense), net 1,975,886 (30,004) 2,005,890 (6,685) %
Net loss $ (2,104,124) $ (7,954,603) $ 5,850,479 (74) %

~~Revenue~~

~~The following table illustrates our revenue by type, the percentage of total revenue by type, and the change between the periods:~~

Six Months Ended June 30,
2021 2020 $ Change % Change
Managed Services Revenue $ 10,985,853 92 % $ 6,615,404 84 % $ 4,370,449 66 %
Marketplace Spend Fees 179,964 2 % 362,187 5 % (182,223) (50) %
License Fees 727,884 6 % 894,453 11 % (166,569) (19) %
Other Fees 20,670 — % 26,663 — % (5,993) (22) %
SaaS Services Revenue 928,518 8 % 1,283,303 16 % (354,785) (28) %
Total Revenue $ 11,914,371 100 % $ 7,898,707 100 % $ 4,015,664 51 %

~~Managed Services~~ revenue during the six months ended June 30, 2021 increased 66% from the same period in 2020, primarily due to increased orders from new and existing customers returning to and expanding their marketing efforts through sponsored social marketing as compared to the prior year period when customers began to curtail marketing efforts in light of the COVID-19 uncertainties.

~~SaaS Services~~ ~~revenue during the six months ended June 30, 2021 decreased 28% from the same period in 2020, as follows:~~

•~~Marketplace Spend Fees~~ decreased by $182,223 for the six months ended June 30, 2021 when compared with the same period in 2020, primarily as a result of lower spend levels from our marketers and lower average fees assessed on those spends as a result of competitive pricing efforts in ~~IZEAx. Revenue from Marketplace Spend Fees represents our net margins received on this business.~~

•~~License Fees~~ revenue decreased during the six months ended June 30, 2021 to $727,884 compared to $894,453 in the same period of 2020. The decrease was a result of the implementation of a competitive standardized pricing system for all new and renewing ~~IZEAx~~ ~~license fee customers in 2020 that was at a lower price point than the former licensing contracts put in place prior to 2020. The decrease in~~ ~~IZEAx~~ ~~license fees was offset by an increase~~

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~~in subscriptions for~~ ~~BrandGraph~~ ~~and~~ ~~IZEAx~~ ~~Discovery services. Prior to 2021, the subscription fees for~~ ~~BrandGraph~~ ~~and~~ ~~IZEAx~~ ~~Discovery were classified under Other Fees, but these amounts from 2020 have been reclassified under License Fees to conform with their 2021 classification.~~

•~~Other Fees~~ ~~revenue decreased 22% for the six months ended June 30, 2021 compared to the same period in 2020 due to a decrease in the amount of inactivity fees assessed on user accounts.~~

~~Cost of Revenue~~

Cost of revenue for the six months ended June 30, 2021 increased by $2,134,245, or approximately 60%, compared to the same period in 2020 primarily as a result of the increase in Managed Services revenue. Cost of revenue as a percentage of revenue increased from 45% in 2020 to 48% in 2021 primarily due to a higher volume of larger customer contracts which generally carry a higher delivery cost.

~~Sales and Marketing~~

Sales and marketing expense for the six months ended June 30, 2021 increased by $1,629,358, or approximately 59%, compared to the same period in 2020. Advertising and marketing expenses increased $785,000 as a result of increased spend to increase brand awareness and improve customer acquisition, satisfaction, and retention. Our payroll and personnel related expenses and stock compensation for sales and marketing personnel increased $698,000 as a result of increased commission and bonus expense due to the increase in customer bookings in the first and second quarter of 2021. Additionally, we began outsourcing certain sales support functions and adding new software solutions to assist personnel in 2021 resulting in an increase of $112,000 for contractors and $33,000 for software subscriptions.

~~General and Administrative~~

General and administrative expense for the six months ended June 30, 2021 increased by $856,395, or approximately 20%, compared to the same period in 2020. General and administrative expense for the six months ended June 30, 2021 increased due to a $792,000 increase in payroll and personnel related expenses primarily as a result of an increase in annual salaries, and higher bonus and stock compensation expense due to the improved company performance in the first two quarters of 2021. Contractor expenses increased $501,000 as we are increasing the number of internal and external engineers working on our technology offerings. These increases were partially offset by decreases in (i) rent expense of $216,000 due to the non-renewal of expiring office facility leases, (ii) software and AWS hosting costs of $68,000 due to continued efforts to reduce software subscriptions in 2020 and improve efficiencies in our data storage, (iii) non-renewal of investor relations contracts with a savings of $40,000, and (iv) reduced bad debt expense of $107,000 in 2021 after the outbreak of COVID-19 caused an increase in 2020.

~~Impairment of Goodwill~~

In March 2020, we identified triggering events due to the reduction in our projected revenue due to adverse economic conditions caused by the COVID-19 pandemic, the continuation of a market capitalization below our carrying value, and uncertainty for recovery given the volatility of the capital markets surrounding COVID-19. We performed an interim assessment of goodwill, using the discounted cash flow method under the income approach and the guideline transaction method under the market approach, and determined that the carrying value of our Company’s reporting unit as of March 31, 2020 exceeded the fair value. As a result of the valuation, we recorded a $4.3 million impairment of goodwill resulting in an expense for the six months ended June 30, 2020.

~~Depreciation and Amortization~~

~~Depreciation and amortization expense for the six months ended June 30, 2021 decreased by $148,923, or approximately 17%, compared to the same period in 2020.~~

Depreciation and amortization expense on property and equipment was $65,687 and $70,207 for the six months ended June 30, 2021 and 2020, respectively. Depreciation expense has decreased slightly due to the disposal of aging computer equipment in recent periods.

Amortization expense was $663,766 and $808,169 for the six months ended June 30, 2021 and 2020, respectively. Amortization expense related to intangible assets acquired in acquisitions was $433,334 and $604,980 for the six months ended June 30, 2021 and 2020, respectively, while amortization expense related to internal use software development costs was $230,432 and $203,189 for the six months ended June 30, 2021 and 2020, respectively. Amortization on our intangible

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acquisition assets decreased due to completion of amortization on certain intangible assets acquired in prior years while amortization on our internal software costs increased due to continued development and the release of new platforms.

~~Other Income (Expense)~~

Interest expense decreased by $3,562 to $22,532 during the six months ended June 30, 2021 compared to the same period in 2020 due primarily to a reduction in our financing arrangements, including the line of credit with Western Alliance Bank, the PPP Loan, and finance charges on insurance premiums.

~~The $2,002,328 increase in other income during the six months ended June 30, 2021 when compared to the same period in 2020 resulted primarily from the gain on the forgiveness of debt~~ ~~totaling $1,927,220~~ ~~on the PPP Loan, including the~~ ~~principal amount of~~ ~~$1,905,100~~ ~~and accrued interest of $22,120~~.

~~Net Loss~~

Net loss for the six months ended June 30, 2021 was $2,104,124, a $5,850,479 decrease in the net loss of $7,954,603 for the same period in 2020. The decrease in net loss was primarily the result of the impairment of goodwill recognized in 2020 as well as the debt forgiveness of the PPP Loan in 2021.

Key Metric

We review the information provided by our key financial ~~metric,~~metrics, Managed Services Bookings, and gross billings, to assess the progress of our business and make decisions on where to allocate our resources. As our business evolves, we may ~~make changes to~~change the key financial metrics ~~that we use to measure our business~~ in future periods.

Managed Services Bookings

Managed Services Bookings is a measure of all sales orders received during a time period less any cancellations received, or refunds given during the same time period. Sales order contracts vary in complexity with each customer and range from custom content delivery to integrated marketing services; our contracts generally run from several months for smaller contracts up to twelve months for larger contracts. We recognize revenue from our Managed Services contracts ~~based~~ on a percentage of completion basis as we deliver the content or services over time, which can vary greatly. Historically, bookings have converted to revenues over a 6-month period on average. However, since late 2020, we have been receiving increasingly larger and more complex sales orders which, in turn, has lengthened the average revenue period to approximately 9-months, with the largest contracts taking longer to complete. For this reason, Managed Services Bookings, while an overall indicator of the health of our business, may not be used to predict quarterly revenues, and could be subject to future adjustment. Managed Services Bookings is useful information as it reflects the amount of orders received in one period, even though revenue from those orders may be reflected over varying amounts of time. Management uses the Managed Services Bookings metric to plan its operating staff, to identify key customer group trends to enlighten go-to-market activities, and to inform its product development efforts.

~~The following tables set forth our~~ Managed Services Bookings for the three months ended March 31, 2022 and ~~the change between the periods:~~

Three Months Ended June 30,
2021 2020 $ Change % Change
Managed Services Bookings $ 11,102,510 $ 3,869,977 $ 7,232,533 187 %

Six Months Ended June 30,
2021 2020 $ Change % Change
Managed Services Bookings $ 17,548,060 $ 6,675,801 $ 10,872,259 163 %

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2021 was $12.1 million and $6.4 million, respectively.

Gross Billings by Revenue Type

Company management evaluates our operations and makes strategic decisions based, in part, on our key metric of gross billings from our two primary types of revenue, Managed Services, and SaaS Services. We define gross billings as the total dollar value of the amounts ~~earned from~~charged to our customers for the services we perform, orand the amounts billed to our SaaS customers for their self-service purchase of goods and services on our platforms. The amounts billed to our SaaS customers are on a cost-plus basis. Gross billings are the amounts of our reported revenue plus the cost of payments we made to third-party creators providing the content or sponsorship services, which are netted against revenue for generally accepted accounting principles in the United States (“GAAP”) reporting purposes.

Managed Services ~~Gross Billings~~gross billings include the total dollar value of the amounts billed to our customers for the services we perform. Gross billings for Managed Services are the same as Managed Services Revenue reported for those services in our consolidated statements of operations and comprehensive loss in accordance with GAAP.

SaaS Service ~~Gross Billings~~gross billings include ~~the~~ license and other fees together with the total amounts billed to our SaaS customers for their self-service purchase of goods and services on our platforms, termed ‘Marketplace Spend Fees.’ Our SaaS customers’ marketplace spend is billed on a cost-plus basis. SaaS Services Revenue includes the total of License and Other Fees gross billings, plus the Marketplace Spend Fees gross billings ~~netted by~~(which includes our third-party creator costs on those billings ~~in accordance with GAAP.~~

that are netted against revenue for GAAP reporting purposes).

We consider gross billings to be an important indicator of our potential performance as it measures the total dollar volume of transactions generated through our marketplaces. Tracking gross billings allows us to monitor the percentage of gross billings that we ~~are able to~~ retain after payments to our creators. Additionally, tracking gross billings is critical as it pertains to our credit risk and cash flows. We invoice our customers based on ~~total~~our services performed or based on their self-service transactions plus our fee. Then we remit the agreed-upon transaction price to the creators. If we do not collect the money from our customers prior to ~~the time of payment to~~paying our creators, we could experience large swings in our cash flows. Additionally, we incur the credit risk to collect amounts owed from our customers for all services performed by us or by the creators. Finally, gross billings allow us to evaluate our transaction totals on an equal basis ~~in order for us~~ to see our contribution margins by revenue stream so that we can better understand where we should be allocating our resources.

The following tables set forth our gross billings by revenue type, the percentage of total gross billings by type, and the change between the periods:

Three Months Ended June 30, QTD QTD
2021 2020 $ Change % Change
Managed Services Gross Billings $ 6,113,819 84 % $ 2,490,343 55 % $ 3,623,476 146 %
Marketplace Spend Fees 838,343 11 % 1,596,880 35 % (758,537) (48) %
License Fees 344,843 5 % 442,905 10 % (98,062) (22) %
Other Fees 8,910 — % 5,897 — % 3,013 51 %
SaaS Services Gross Billings 1,192,096 16 % 2,045,682 45 % (853,586) (42) %
Total Gross Billings $ 7,305,915 100 % $ 4,536,025 100 % $ 2,769,890 61 %

Six Months Ended June 30, YTD YTD
2021 2020 $ Change % Change
Managed Services Gross Billings $ 10,985,853 79% $ 6,615,404 62% $ 4,370,449 66%
Marketplace Spend Fees 2,189,935 16% 3,096,654 29% (906,719) (29)%
License Fees 727,884 5% 894,453 8% (166,569) (19)%
Other Fees 20,670 —% 26,663 —% (5,993) (22)%
SaaS Services Gross Billings 2,938,489 21% 4,017,770 38% (1,079,281) (27)%
Total Gross Billings $ 13,924,342 100% $ 10,633,174 100% $ 3,291,168 31%

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	Three Months Ended March 31,
	2022			2021			$ Change		% Change
Managed Services Gross Billings	$	8,372,456	87%	$	5,034,993	76%	$	3,337,463	66%

Marketplace Spend Fees	747,244		8%	1,226,208		18%	(478,964)		(39)%
License Fees	374,441		4%	383,041		6%	(8,600)		(2)%
Other Fees	89,339		1%	11,761		1%	77,578		660%
SaaS Services Gross Billings	1,211,024		13%	1,621,010		24%	(409,986)		(25)%

Total Gross Billings	$	9,583,480	100%	$	6,656,003	100%	$	2,927,477	44%

Non-GAAP Financial Measure

Adjusted EBITDA

Adjusted EBITDA is a “non-GAAP financial measure” under the rules of the Securities and Exchange Commission (the “SEC”). We define Adjusted EBITDA as earnings or loss before interest, taxes, depreciation and amortization, non-cash stock-based compensation, gain or loss on asset disposals or impairment, and certain other unusual or non-cash income and expense items such as gains or losses on settlement of liabilities and exchanges, and changes in the fair value of derivatives, if applicable.

We use Adjusted EBITDA as a measure of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business and in communications with our Board of Directors regarding our financial performance. We believe that Adjusted EBITDA also provides ~~useful~~valuable information to investors as it ~~primarily~~ excludes non-cash transactions, and it provides consistency to facilitate period-to-period comparisons.

All companies do not calculate Adjusted EBITDA in the same manner, and Adjusted EBITDA as presented by us may not be comparable to Adjusted EBITDA presented by other companies, which limits its usefulness as a comparative measure. Moreover, Adjusted EBITDA has limitations as an analytical tool, and youYou should not consider itAdjusted EBITDA in isolation or as a substitute for an analysis of our results of operations as under GAAP. ~~These limitations are described further~~All companies do not calculate Adjusted EBITDA in the ~~“Management’s Discussion~~same manner, limiting its usefulness as a comparative measure. Moreover, Adjusted EBITDA has limitations as an analytical tool, including that Adjusted EBITDA:

•does not include stock-based compensation expense, which is a non-cash expense, but has been, and ~~Analysis of Financial Condition and Results of Operations” section our Annual Report on Form 10-K~~will continue to be for the ~~fiscal year ended December 31, 2020.~~foreseeable future, a significant recurring expense for our business and an essential part of our compensation strategy;

•does not include stock issued for payment of services, which is a non-cash expense, but has been, and is expected to be for the foreseeable future, an important means for us to compensate our directors, vendors, and other parties who provide us with services;

•does not include depreciation and intangible assets amortization expense, impairment charges and gains or losses on disposal of equipment, which is not always a current period cash expense, but the assets being depreciated and amortized may have to be replaced in the future; and

•does not include interest expense and other gains, losses, and expenses that we believe are not indicative of our ongoing core operating results, but these items may represent a reduction or increase in cash available to us.

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the operation and growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures as supplements. In evaluating this non-GAAP financial measure, you should be aware that in the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of this non-GAAP financial measure should also not be construed to infer that our future results will be unaffected by unusual or non-recurring items.

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The following table sets forth a reconciliation from the GAAP measurement of net loss to our non-GAAP financial measure of Adjusted EBITDA for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022, and ~~2020:~~2021:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2021			2020			2021			2020					2022			2021
Net loss	Net loss	$	(111,686)		$	(1,791,142)		$	(2,104,124)		$	(7,954,603)		Net loss		$	(2,476,243)		$	(1,892,937)
Gain on the forgiveness of debt		(1,927,220)			—			(1,927,220)			—
Write down of digital assets														Write down of digital assets		62,976			—
Non-cash stock-based compensation	Non-cash stock-based compensation	206,194			118,707			404,180			248,278			Non-cash stock-based compensation		117,192			197,986
Non-cash stock issued for payment of services	Non-cash stock issued for payment of services	37,544			31,249			72,240			62,499			Non-cash stock issued for payment of services		31,223			34,696
Interest expense	Interest expense	8,739			19,476			22,532			26,094			Interest expense		965			13,793
Depreciation and amortization	Depreciation and amortization	363,924			377,107			729,453			878,376			Depreciation and amortization		138,829			365,529
Impairment of goodwill		—			—			—			4,300,000
Other non-cash items	Other non-cash items	124			(23,706)			(7,790)			(23,706)			Other non-cash items		(663)			(7,914)
Adjusted EBITDA	Adjusted EBITDA	$	(1,422,381)		$	(1,268,309)		$	(2,810,729)		$	(2,463,062)		Adjusted EBITDA		$	(2,125,721)		$	(1,288,847)

Revenue	Revenue	$	6,538,739		$	3,135,039		$	11,914,371		$	7,898,707		Revenue		$	8,890,336		$	5,528,166
Adjusted EBITDA as a % of Revenue	Adjusted EBITDA as a % of Revenue	(22)		%	(40)		%	(24)		%	(31)		%	Adjusted EBITDA as a % of Revenue		(24)		%	(23)		%

Liquidity and Capital Resources

~~We had~~Near-Term Liquidity and Capital Resources

The Company’s primary cash needs have historically been funding the development and ~~cash equivalents~~integration of $74,989,876 as of June 30, 2021 as compared to $33,045,225 as of December 31, 2020, an increase of $41,944,651, primarily due to net proceeds received from the sale of our common stock, partly offset by operating losses.IZEAx and other technology platforms used in its business, marketing expenses, and general and administrative (“G&A”) expenses including salaries, bonuses, commissions and stock-based compensation. We have also engaged in acquisitions from time to time in the past, most recently of TapInfluence in July 2018. The Company has incurred ~~significant net~~ losses and negative cash flow from operations for most periods since ~~our~~ inception, ~~in 2006,~~primarily the result of costs associated with third-party creators, salaries, bonuses and stock-based compensation, and other G&A expenses, including technology and development costs, which has resulted in a total accumulated deficit of ~~$72,738,900~~$72.5 million as of ~~June 30, 2021. To date, we~~March 31, 2022. We have ~~financed our operations~~not achieved profitability and, therefore, may need to raise capital through ~~revenue from operations, the sale~~new financings.

We had cash and cash equivalents of ~~our equity securities, and proceeds from the PPP Loan.~~$72.6 million as of March 31, 2022, as compared to $75.4 million as of December 31, 2021, an decrease of $2.9 million, primarily due to operating losses.


	March 31, 2022		December 31, 2021
Net cash (used for) provided by:
Operating activities	$	(2,726,806)	$	(829,707)
Investing activities	(127,913)		(13,217)
Financing activities	(19,730)		33,263,287
Net (decrease) increase in cash and cash equivalents	$	(2,874,449)	$	32,420,363

Cash used for operating activities was ~~$3,141,704~~$2.7 million during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and is primarily the result of continued use of cash to cover operating losses ~~during the period.~~and changes in working capital. Net cash used for investing activities was ~~$20,765~~$127,913 during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, primarily due to ~~purchases and sales~~the purchase of ~~our fixed~~digital assets. Net cash ~~provided by~~used for financing activities during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, was ~~$45,107,120,~~$19,730, which consisted primarily of ~~net proceeds of approximately $45.5 million from the sale of our common stock.~~payments on shares withheld for taxes.

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~~At the Market (ATM) Offering~~

OnIn June 4, 2020 and January ~~25,~~ 2021, we entered into ATM Sales Agreements with National Securities Corporation, as sales agent (“National Securities”), pursuant to which we could offer and sell shares of our common stock through National Securities, by any method deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, for aggregate purchase prices of up to $40 million and $35 million, respectively, of common stock (the “ATM Offerings”). ~~During the six months ended June 30, 2021, we sold 11,186,084 shares at an average price of $4.16 per share for total gross proceeds of $46,544,689.~~ From June 4, 2020 through April 15, 2021, we sold a total of 26,005,824 shares at an average price of $2.88 per share for total gross proceeds of ~~$74,999,785~~$75.0 million in the ATM Offerings ~~under our shelf registration statement on Form S-3 (File No. 333-238619)~~. ~~The June 2020 and January 2021 Sales Agreements were each terminated following the sale of all shares of common stock available to be sold thereunder.~~

On June 21, 2021, we entered into a third ATM Sales Agreement with National Securities, ~~Corporation,~~ as sales agent, pursuant to which we ~~could~~can offer and sell shares of our common stock, from time to time ~~through National Securities,~~ for aggregate purchase prices up to $100 million by any method deemed to be an ~~ATM Offering~~“at the market offering” as defined in Rule 415 under the Securities Act under our shelf registration statement on Form S-3 (File No. 333-256078). No sales ~~have~~had been made under this agreement as of ~~June 30, 2021.~~March 31, 2022.

~~PPP Loan~~

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~~On April 23, 2020, we received a PPP Loan~~General Liquidity

We anticipate that our operating expenses will increase in the ~~principal amount~~foreseeable future as we continue to pursue expansion of ~~$1,905,100.~~ ~~On June 18, 2021,~~our business. We currently expect that we ~~were notified~~have adequate cash resources to fund our business growth, however, should additional capital become necessary, we expect these funds would be financed predominately through proceeds from future equity, equity-based, or debt offerings by us, unless and until our operations are profitable and sustain our ongoing capital needs. As a result, our business success could depend, to a significant extent, upon our ability to obtain the ~~Lender that the loan had been forgiven by the SBA in full, including accrued interest. The principal amount of~~ ~~$1,905,100~~ ~~and accrued interest of $22,120 was recorded as a gain on forgiveness of debt~~ ~~in other income (expense) in~~funding necessary to support our ~~consolidated statements of operations and comprehensive loss~~ ~~in June 2021.~~

operations.

Financial Condition

WOur business operations and results have been impacted by ~~e have seen impacts~~COVID-19, which in the first half of 2020 had a material effect on our ~~operations due~~customers, their advertising commitments, bookings cancellations, revenues, and cash flows. Since late 2020, while the economy continues to ~~changes~~feel the impacts of supply-chain, labor disruption, and business closures, the Company has seen a material increase in ~~advertising decisions, timing,~~the overall social media marketing spend by large and ~~spending priorities from our~~small customers, ~~as a result of COVID-19,~~ which has ~~had~~benefited our bookings and ~~may continue to have a negative impact to~~revenue growth rates, cash flows and future prospects. We are still feeling some effects of the pandemic in our ~~expected future sales and valuation estimates.~~ ~~With our cash on hand as of June 30, 2021,~~daily operations, despite the growth we ~~expect to have sufficient cash reserves and financing sources available to cover expenses at least one year from the issuance of this Quarterly Report based on our current estimates of revenue and expenses for the next twelve months.~~are experiencing. While the disruption caused by COVID-19 is currently expected to be temporary, it is generally outside of our control, and there is uncertainty around the duration and the total economic impact. Therefore, this matter ccould~~ould~~ have a further material adverse impact on our business, results of operations, and financial position in future periods.

~~Off-Balance Sheet Arrangements~~

~~We did not engage in any activities involving variable interest entities or “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of June 30, 2021.~~

Critical Accounting Policies and Use of Estimates

There have been no material changes to our critical accounting policies as set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. For a summary of our significant accounting policies, please refer to Note 1 — Company and Summary of Significant Accounting Policies included in Item 1 of this Quarterly Report.

Recent Accounting Pronouncements

See “Note 1. Company and Summary of Significant Accounting Policies,” ~~under Part I, Item 1~~ of this Quarterly Report for information on additional recent pronouncements.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

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ITEM 4 – CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that ~~we file~~the Company files or ~~submit~~submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the ~~time~~ periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that ~~we file~~the Company files under the Exchange Act is accumulated and communicated to ~~our~~ management, including ~~our~~its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, ~~our~~ management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and ~~our~~ management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, controls and procedures could be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Misstatements due to error or fraud may occur and not be detected on a timely basis.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that:

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(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for the preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended ~~June 30, 2021,~~March 31, 2022, an evaluation was performed under the supervision and with the participation of ~~our~~the Company’s management team including ~~our~~its principal executive officer and principal financial and accounting officer to determine the effectiveness of the design and operation of ~~our~~its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~June 30, 2021. Based on this evaluation, our management concluded that our~~March 31, 2022. Our disclosure controls and procedures ~~were effective as~~are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the ~~time~~ periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to ~~our~~ management, including ~~our~~its principal executive officer and principal financial ~~and accounting~~ officer, to allow timely decisions regarding required disclosures. Due to the material weakness outlined below, our principal executive and principal financial officers concluded that our disclosure controls and procedures were not effective as of March 31, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the preparation of the Company’s Annual Report for the year ended December 31, 2021, management conducted a review of the Company’s recognition of liabilities and associated costs relating to the Company’s Managed Services within its IZEAx platform ("Managed Services"), in connection with which the Company enters into contracts with marketers for creators to produce sponsored social services content (“Sponsored Content”) and post it on one or more approved social media platforms. The Company determined that a portion of the liability, associated cost, and related revenue from Sponsored Content should have been accrued upon its initial posting (delivery) based on the number of posting days during the reporting period in which such Sponsored Content was posted. Since the Company recognizes its Managed Services revenue using an input method of costs incurred compared to the total of expected costs, the timing of the accrual of Sponsored Content costs affected the related Managed Services revenue recognized during each period. In light of this determination, the Company restated its interim financial statements for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. As a result of the restatement, we determined that we have a material weakness in our internal control over financial reporting relating to the inadequate design and operation of management’s controls over identifying the appropriate timing of cost recognition related to creator content deliveries used in the input method of costs incurred compared to total expected costs.

Remediation of Material Weakness

To remediate the material weakness described above, we are working to identify additional controls, including the possible engagement of an independent third-party technical accounting expert to assist management with the review and evaluation of our processes and pertinent controls, and to design additional processes and controls as deemed necessary. We believe that we will be able to design additional measures to remediate the material weakness identified and strengthen the Company's internal control over financial reporting.

Changes in Internal Control over Financial Reporting

~~There were~~During the fiscal quarter ended March 31, 2022, the Company completed the implementation of a new Enterprise Resource Planning (“ERP”) system. The implementation of this ERP system is expected to, among other things, improve user access security and automate a number of accounting, back office, and reporting processes and activities, thereby decreasing the amount of manual processes previously required. Except for the implementation of the new ERP system and related controls, there was no ~~changes~~change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the ~~fiscal quarter~~period ended ~~June 30, 2021~~March 31, 2022, that ~~have~~ materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

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PART II –- OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

From time to time, we may become involved in various other lawsuits and legal proceedings that arise in the ordinary course of our business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of ~~August 10, 2021,~~May 16, 2022, we are not aware of any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us. Regardless of ~~final~~ outcomes, however, any such proceedings or claims may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary interim rulings.

ITEM 1A – RISK FACTORS

You should carefully consider the ~~below risk factors and those~~ factors discussed under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

~~Risks Relating to our Common Stock~~

~~The price of our common stock in the public markets has experienced, and may in the future experience, extreme volatility due to a variety of factors, many of which are beyond our control.~~

Since our common stock started trading on the Nasdaq Capital Market, it has been relatively thinly traded and at times been subject to price volatility. Recently our common stock has experienced extreme price and volume volatility. From January 1, 2020 to December 31, 2020, the closing price of our common stock ranged from a low of $0.13 on March 18, 2020 to a high of $2.82 on June 11, 2020, with an average daily trading volume of 6.7 million shares. On January 25, 2021, the price increased to an intraday high of $7.45 per share (a 52-week high) and 25.3 million shares were traded. In April 2021, the closing price of our common stock averaged $4.12 with an average daily trading volume of 3.9 million shares; in May 2021, the closing price of our common stock averaged $3.01 with an average daily trading volume of 2.4 million shares; and in June 2021, the closing price of our common stock averaged $2.73 with an average daily trading volume of 1.4 million shares.

In addition to shares of our common stock, the stock market in general, and the stock prices of technology-based companies in particular, have experienced volatility that often has been unrelated to the operating performance of any specific public company. Further, on some occasions, our stock price may be, or may be purported to be, subject to “short squeeze” activity. A “short squeeze” is a technical market condition that occurs when the price of a stock increases substantially, forcing market participants who had taken a position that its price would fall (i.e. who had sold the stock “short”), to buy it, which in turn may create significant, short-term demand for the stock not for fundamental reasons, but rather due to the need for such market participants to acquire the stock in order to forestall the risk of even greater losses. A “short squeeze” condition in the market for a stock can lead to short-term conditions involving very high volatility and trading that may or may not track fundamental valuation models.

In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The Company did not sell any unregistered securities during the period covered by this report.~~Not applicable.

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ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

~~None.~~

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

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ITEM 6 – EXHIBITS


Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of IZEA, Inc., filed with the Nevada Secretary of State on November 28, 2011 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 23, 2011).
3.2		Certificate of Change of IZEA, Inc., filed with the Nevada Secretary of State on July 30, 2012 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012).
3.3		Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 17, 2014 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2014).
3.4		Certificate of Withdrawal of Certificate of Designation filed with the Secretary of State of the State of Nevada effective January 23, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2015).
3.5		Certificate of Amendment filed with the Secretary of State of the State of Nevada effective January 11, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2016).
3.6		Amended and Restated Bylaws of IZEA, Inc. (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on November 23, 2011).
3.7		Certificate of Designation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2011).
3.8		Articles of Merger of IZEA Innovations, Inc. filed with the Secretary of State of the State of Nevada effective April 5, 2016 (Incorporated by reference to Exhibit 3.11 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2016).
3.9		Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective August 20, 2018 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 23, 2018).
3.10		Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective December 17, 2019 (Incorporated by reference to Exhibit 3.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).
3.11		Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective December 14, 2020 (Incorporated by reference to Exhibit ~~3.11~~3.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2021).
10.1	(a)	First Amendment to Amended and Restated Executive Employment Agreement, dated January 28, 2022 between IZEA Worldwide, Inc. and Edward H. Murphy (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2022).
10.2	(a)	First Amendment to Amended and Restated Executive Employment Agreement, dated January 28, 2022 between IZEA Worldwide, Inc and Ryan S. Schram(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2022).
10.3	(a)	First Amendment to Executive Employment Agreement, dated January 28, 2022 between IZEA Worldwide, Inc and Peter J. Biere (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2022).
31.1	*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	* ~~(a)~~(b)	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	* ~~(a)~~(b)	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	* ~~(b)~~(c)	The following materials from IZEA Worldwide, Inc.'s ~~Quarterly~~Annual Report for the ~~quarter~~year ended ~~June 30, 2021~~March 31, 2022 are formatted in XBRL (eXtensible Business Reporting Language): (i) the ~~Unaudited~~ Consolidated Balance Sheets, (ii) the ~~Unaudited~~ Consolidated Statements of Operations and Comprehensive Loss, (iii) the ~~Unaudited~~ Consolidated Statement of Stockholders' Equity, (iv) the ~~Unaudited~~ Consolidated Statements of Cash Flow, and (iv) the Notes to the ~~Unaudited~~ Consolidated Financial Statements.

* Filed or furnished herewith.

(a) Denotes management contract or compensatory plan or arrangement.

~~(a)~~

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(b) In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

(c)

~~(b)~~ In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	IZEA Worldwide, Inc. a Nevada corporation

~~August 12, 2021~~May 16, 2022	By:	/s/ Edward H. Murphy
		Edward H. Murphy Chairman and Chief Executive Officer (Principal Executive Officer)

~~August 12, 2021~~May 16, 2022	By:	/s/ Peter J. Biere
		Peter J. Biere Chief Financial Officer (Principal Financial and Accounting Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


/s/ Edward H. Murphy						May 16, 2022
Edward H. Murphy
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
/s/ Peter J. Biere						May 16, 2022
Peter J. Biere
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Ryan S. Schram						May 16, 2022
Ryan S. Schram
President, Chief Operating Officer and Director
/s/ Brian W. Brady						May 16, 2022
Brian W. Brady
Director
/s/ John H. Caron						May 16, 2022
John H. Caron
Director
/s/ Lindsay A. Gardner						May 16, 2022
Lindsay A. Gardner
Director
/s/ Daniel R. Rua						May 16, 2022
Daniel R. Rua
Director
/s/ Patrick J. Venetucci						May 16, 2022
Patrick J. Venetucci
Director


	June 30, 2021		December 31, 2020
Furniture and fixtures	$	221,733	$	221,733
Office equipment	71,110		67,833
Computer equipment	516,487		513,344
Total	809,330		802,910
Less accumulated depreciation and amortization	(615,544)		(571,992)
Property and equipment, net	$	193,786	$	230,918


	June 30, 2021				December 31, 2020
	Intangible Asset Gross Value		Accumulated Amortization		Intangible Asset Gross Value		Accumulated Amortization		Useful Life (in years)
Content provider networks	$	160,000	$	160,000	$	160,000	$	160,000	2
Trade names	87,000		87,000		87,000		87,000		1
Developed technology	820,000		820,000		820,000		820,000		5
Self-service content customers	2,810,000		2,737,778		2,810,000		2,304,444		3
Managed content customers	2,140,000		2,140,000		2,140,000		2,140,000		3
Domains	166,469		166,469		166,469		166,469		5
Embedded non-compete provision	28,000		28,000		28,000		28,000		2
Total	$	6,211,469	$	6,139,247	$	6,211,469	$	5,705,913


	Software Development Amortization Expense
Remainder of 2021	$	222,652
2022	400,474
2023	359,685
2024	177,764
2025	78,920
Thereafter	2,757
Total	$	1,242,252


Restricted Stock Activity	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2019	31,282	$	2.15	1.9
Granted	390,625	0.32
Vested	(408,241)	0.39
Forfeited	0
Nonvested at December 31, 2020	13,666	$	2.28	1.4
Granted	30,324	4.86
Vested	(20,184)	4.22
Forfeited	0
Nonvested at June 30, 2021	23,806	$	3.92	0.7


Period Ended	Total Stock Options Granted	Weighted-Average Exercise Price	Weighted-Average Expected Term	Weighted-Average Volatility	Weighted-Average Risk-Free Interest Rate	Expected Dividends	Weighted-Average Grant Date Fair Value
June 30, 2020	217,580	$0.18	6 years	101.40%	0.49%	0	$0.16
June 30, 2021	113,689	$3.26	6 years	119.43%	0.95%	0	$2.81