Share-based Payment Arrangement [Text Block] | 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. Public Offering On May 10, 2019, the Company closed on its underwritten registered public offering of 14,285,714 shares of common stock at a public offering price of $0.70 per share, for total gross proceeds of approximately $10.0 million . The net proceeds to the Company were approximately $9.23 million . Mr. Edward Murphy, the Company’s Chief Executive Officer and a Company director, and Mr. Troy J. Vanke, the Company’s former Chief Financial Officer, participated in the public offering and purchased 21,428 and 42,857 shares of stock, respectively. Stock Issued for Acquisitions TapInfluence On January 26, 2019, pursuant to its Merger Agreement with TapInfluence (see Note 2. Business Combinations), the Company issued 660,136 shares of its common stock valued at $884,583 , or $1.34 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recorded a $191,439 loss on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $1.63 on the settlement date and the 30-day VWAP of $1.34 required by the Merger Agreement. On July 26, 2019 , pursuant to the terms of the Merger Agreement with TapInfluence (see Note 2. Business Combinations), the Company issued to the former shareholders of TapInfluence 6,908,251 shares of its common stock valued at $3,500,000 , or $0.50664 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $752,591 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.3977 on the settlement date and the 30-day VWAP. ZenContent On July 31, 2019 , the Company made the third and final annual installment payment under the ZenContent Stock Purchase Agreement, of 447,489 shares of our common stock valued at $222,223 or $0.4966 per share, using the 30-day VWAP as reported by the Nasdaq Capital Market prior to the issuance date. The Company recognized a gain of $41,259 on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $0.4044 on the settlement date and the 30-day VWAP. On November 1, 2019, subsequent to the third quarter of 2019, the Company made a final payment of $45,000 as a final installment to settle the ZenContent Stock Purchase Agreement. Equity Incentive Plans In May 2011, the Company’s Board of Directors (the “Board”) adopted the 2011 Equity Incentive Plan of IZEA Worldwide, Inc. (the “May 2011 Plan”). At the Company’s 2018 Annual Meeting of Stockholders held on December 18, 2018, the stockholders approved an amendment and restatement of the May 2011 Plan which increased the number of shares of common stock available for issuance under the May 2011 Plan. The amended and restated May 2011 Plan allows the Company to award restricted stock, restricted stock units and stock options, covering up to 2,500,000 shares of common stock as incentive compensation for its employees and consultants. As of September 30, 2019 , the Company had 275,562 shares of common stock available for issuance pursuant to future grants under the May 2011 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 September 30, 2019 , the Company had 4,375 shares of common stock available for future grants under the August 2011 Plan. 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. The Company issued 27,184 shares of restricted stock on March 28, 2019 to Mr. Edward Murphy, its Chief Executive Officer, for amounts owed on his fourth quarter 2018 performance bonus. The stock was initially valued at $36,427 and vests in equal monthly installments over 12 months from issuance. The Company issued 4,570 shares of restricted stock on March 28, 2019 to Mr. Ryan Schram, its Chief Operating Officer, for amounts owed on his fourth quarter 2018 performance bonus. The stock was initially valued at $6,124 and vests in equal monthly installments over 48 months from issuance. During the nine months ended September 30, 2019 , the Company issued its six independent directors a total of 88,758 shares of restricted common stock initially valued at $150,000 for their annual service as directors of the Company. The stock vests in equal monthly installments from January through December 2019. The following table contains summarized information about outstanding restricted stock for the nine months ended September 30, 2019 : Restricted Stock Common Shares Weighted-Average Weighted-Average Nonvested at December 31, 2018 57,984 $ 3.70 1.4 Granted 120,512 1.60 Vested (108,785 ) 2.21 Forfeited (2,500 ) 5.52 Nonvested at September 30, 2019 67,211 $ 2.19 1.2 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 earnings per share until such time as the restricted stock vests. Expense recognized on restricted stock issued to non-employees for services during the three months ended September 30, 2019 and 2018 was $37,509 and $31,244 , respectively, and during the nine months ended September 30, 2019 and 2018 was $112,504 and $93,734 , respectively. Expense recognized on restricted stock issued to employees during the three months ended September 30, 2019 and 2018 was $44,856 and $38,128 , respectively, and during the nine months ended September 30, 2019 and 2018 was $128,113 and $121,994 , respectively. The fair value of the Company’s common stock on September 30, 2019 was $0.26 per share. The intrinsic value on the non-vested restricted stock as of September 30, 2019 was $17,475 . Future compensation expense related to issued, but non-vested restricted stock awards as of September 30, 2019 is $147,258 . This value is estimated to be recognized over the weighted-average vesting period of approximately 1.2 years. 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 131,235 restricted stock units on May 17, 2019 to Mr. Murphy, under the terms of his amended employment agreement. The restricted stock units were initially valued at $76,510 and vest in equal monthly installments over 36 months from issuance. The Company issued 258,312 restricted stock units on August 29, 2019 to Mr. Murphy under the terms of his amended employment agreement. The restricted stock units were initially valued at $82,789 and vest in equal monthly installments over 48 months from issuance. The Company issued 890 restricted stock units on May 14, 2019 to Mr. Troy Vanke, the Company’s then Chief Financial Officer, under the terms of his employment agreement. The restricted stock units were initially valued at $578 and vest in equal monthly installments over 12 months from issuance. Upon his departure in August 2019, 667 of these shares were forfeited. The following table contains summarized information about restricted stock units during the nine months ended September 30, 2019 : Restricted Stock Units Common Shares Weighted-Average Weighted-Average Nonvested at December 31, 2018 160,000 $ 1.04 1.0 Granted 390,437 0.41 Vested (104,707 ) 0.89 Forfeited (26,667 ) 1.03 Nonvested at September 30, 2019 419,063 $ 0.49 3.1 The Company granted 258,312 restricted stock units under the 2011 Equity Incentive Plans during the three months ended September 30, 2019 . No restricted stock units under the 2011 Equity Incentive Plans were granted during the three and nine months ended September 30, 2018 . The intrinsic value on the non-vested restricted units as of September 30, 2019 was $108,956 . Expense recognized on restricted stock units issued to employees during the three months ended September 30, 2019 was $37,790 and during the nine months ended September 30, 2019 was $92,738 . As of September 30, 2019 , future compensation related to restricted stock units expected to vest of $206,092 is estimated to be recognized over the weighted-average vesting period of approximately 3.1 years . Stock Options Under the 2011 Equity Incentive Plans, 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. A summary of stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 2019 is presented below: Stock Options Outstanding Common Shares Weighted-Average Exercise Price Weighted-Average Remaining Life (Years) Outstanding at December 31, 2018 1,040,477 $ 5.23 6.5 Granted 583,552 0.68 Expired (140,063 ) 7.72 Forfeited (80,047 ) 2.94 Outstanding at September 30, 2019 1,403,919 $ 3.22 7.39 During the three and nine months ended September 30, 2019 and 2018 , no stock options were exercised. The fair value of the Company’s common stock on September 30, 2019 was $0.26 per share. The intrinsic value on outstanding stock options as of September 30, 2019 was $0 . The intrinsic value on exercisable stock options as of September 30, 2019 was $0 . A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 2019 is presented below: Nonvested Stock Options Common Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 583,552 0.44 Vested (85,456 ) 2.33 Forfeited or expired (57,012 ) 1.89 Nonvested at September 30, 2019 741,594 $ 0.91 3.2 Expense recognized on stock options issued to employees during the three months ended September 30, 2019 and 2018 was approximately $97,220 and $77,483 , respectively. During the nine months ended September 30, 2019 and 2018 expense recognized on stock options issued was approximately $277,220 and $319,416 , respectively. Future compensation expense related to nonvested awards as of September 30, 2019 expected to vest of approximately $677,542 is estimated to be recognized over the weighted-average vesting period of approximately 3.2 years . The following table shows the number of stock options granted under our 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options during the nine months ended September 30, 2019 and 2018: Period Ended Total Stock Options Granted Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Weighted-Average September 30, 2019 583,552 $0.68 6 years 85.03% 1.92% $0.44 September 30, 2018 98,359 $1.71 6.0 years 63.40% 2.77% $0.96 There were outstanding options to purchase 1,403,919 shares with a weighted average exercise price of $3.22 per share, of which options to purchase 662,325 shares were exercisable with a weighted average exercise price of $5.49 per share as of September 30, 2019 . Employee Stock Purchase Plan At the Company’s 2018 Annual Meeting of Stockholders held on December 18, 2018, stockholders holding a majority of the Company’s outstanding shares of common stock, upon previous recommendation and approval of the Board, adopted the amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”), which provides for the issuance of up to 500,000 shares of the Company’s common stock thereunder. Any employee 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) is eligible to participate in the ESPP. The ESPP operates in successive six months offering periods commencing at the beginning of each 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 year. 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. As of September 30, 2019 , the Company had 430,129 remaining shares of common stock available for future grants under the ESPP. During the nine months ended September 30, 2019 , employees paid $3,096 to purchase 7,099 shares of common stock and paid $9,035 to purchase 11,189 shares of common stock during the nine months ended September 30, 2018 . 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. 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 stated in Note 1. Company and Significant Accounting Policies. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and employee stock purchase plan issuances during the three months ended September 30, 2019 and 2018 was $179,866 and $118,410 , respectively. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and employee stock purchase plan issuances during the nine months ended September 30, 2019 and 2018 was $498,071 and $468,042 , respectively. Stock-based compensation expense was recorded in the Company’s consolidated statement of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenue $ 2,737 $ 3,786 $ 7,777 $ 14,510 Sales and marketing $ 6,187 $ 15,097 $ 18,121 $ 60,396 General and administrative $ 170,942 $ 99,527 $ 472,173 $ 393,136 Share Repurchase Program On July 1, 2019 , the Board authorized and approved a share repurchase program under which the Company may repurchase up to $3,500,000 of its common stock from time to time through December 31, 2020 , subject to market conditions. As of November 8, 2019 , the Company had not repurchased any shares of common stock under the share repurchase program. |