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. Underwritten Public Offerings of Common Stock July 2, 2018 Public Offering On July 2, 2018, the Company completed an underwritten public offering of 3,556,000 shares of the Company's common stock at a public offering price of $1.00 per share. The net proceeds for all shares sold in the public offering were approximately $3.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company totaling approximately $418,000 . Mr. Edward Murphy, the Company's Chief Executive Officer and a Company director, Mr. Brian Brady, a Company director, and Mr. Lindsay Gardner, a Company director, participated in the public offering and purchased 100,000 , 500,000 and 20,000 shares of stock, respectively. September 21, 2018 Public Offering On September 21, 2018, the Company completed an underwritten public offering of 1,407,333 shares of the Company's common stock at a public offering price of $1.50 per share. The net proceeds for all shares sold in the public offering were approximately $1.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company totaling approximately $290,000 . Mr. Edward Murphy, the Company's Chief Executive Officer and a Company director, participated in the public offering and purchased 3,000 shares of stock. The above offerings were made pursuant to a shelf registration statement on Form S-3 (File No. 333-212247) filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2016, which became effective on June 30, 2016. May 10, 2019 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 million . The net proceeds to the Company were approximately $9.2 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. This offering was made pursuant to a registration statement on Form S-1 (File No. 333-230688) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2019, which became effective on May 8, 2019. Stock Issued for Acquisitions TapInfluence On January 26, 2019, pursuant to its Merger Agreement with TapInfluence (see Note 2), 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), 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, comprised of $111,111 in cash and 447,489 shares of its 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. 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 2019 Annual Meeting of Stockholders held on December 12, 2019, 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 4,500,000 shares of common stock as incentive compensation for its employees and consultants. As of December 31, 2019 , the Company had 2,334,869 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 December 31, 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. During the twelve months ended December 31, 2018 , the Company issued its five independent directors a total of 30,265 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 2018. On January 11, 2018, the Company issued seventeen employees a total of 55,000 shares of restricted common stock initially valued at $303,600 as incentive compensation for their continued future service. Of these 55,000 shares, 10,000 shares were issued to Ms. LeAnn Hitchcock, the Company's then-current Chief Financial Officer, and 5,000 shares were issued to Mr. Schram. The stock vests in equal quarterly installments over two years with the initial vesting on March 31, 2018. There were 7,500 shares of unvested restricted common stock with an initial value of $41,400 forfeited during the twelve months ended December 31, 2018 . The Company issued 21,628 shares and 3,870 shares of restricted stock on May 3, 2018 to Mr. Murphy and Mr. Schram, respectively, related to amounts owed for their first quarter performance bonus. The stock was valued at $46,715 and $8,360 , respectively, and vests in equal monthly installments over 48 months from issuance. On May 25, 2018, the Company issued 5,000 shares of restricted common stock valued at $7,650 to an employee as incentive compensation for future services vesting in two equal annual installments in May 2019 and 2020. 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 twelve months ended December 31, 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 vested in equal monthly installments from January through December 2019. Ms. Golder forfeited 4,932 of these shares valued at $8,335 upon her resignation from the board of directors in September 2019. The following table contains summarized information about restricted stock issued during the twelve months ended December 31, 2019 and 2018 : Restricted Stock Common Shares Weighted Average Weighted Average Nonvested at December 31, 2017 11,799 $ 4.52 3.8 Granted 115,763 4.24 Vested (62,078 ) 4.51 Forfeited (7,500 ) 5.52 Nonvested at December 31, 2018 57,984 $ 3.70 1.4 Granted 120,512 1.60 Vested (139,157 ) 2.24 Forfeited (8,057 ) 3.18 Nonvested at December 31, 2019 31,282 $ 2.15 1.9 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 twelve months ended December 31, 2019 and 2018 was $141,665 and $125,000 , respectively. Expense recognized on restricted stock issued to employees during the twelve months ended December 31, 2019 and 2018 was $169,534 and $157,350 , respectively. The fair value of the Company’s common stock on December 31, 2019 was $0.2366 per share and the intrinsic value on the non-vested restricted stock as of December 31, 2019 was $7,401 . Future compensation expense related to issued, but nonvested restricted stock awards as of December 31, 2019 is $67,110 . This value is estimated to be recognized over the weighted-average vesting period of approximately 1.9 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 $82,660 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 twelve months ended December 31, 2019 and 2018 : Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2017 — $ — 0 Granted 160,000 1.04 Vested — — Forfeited — — Nonvested at December 31, 2018 160,000 $ 1.04 1.0 Granted 410,437 0.40 Vested (149,290 ) 0.79 Forfeited (54,335 ) 1.04 Nonvested at December 31, 2019 366,812 $ 0.42 3.2 There were no grants of restricted stock units prior to December 31, 2017 . The fair value of the Company’s common stock on December 31, 2019 was $0.2366 per share and the intrinsic value on the non-vested restricted units as of December 31, 2019 was $86,788 . Expense recognized on restricted stock units issued to employees during the twelve months ended December 31, 2019 and 2018 was $117,794 and $4,680 , respectively. As of December 31, 2019 , future compensation related to restricted stock units expected to vest of $152,326 is estimated to be recognized over the weighted-average vesting period of approximately 3.2 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 option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2019 and 2018 , is presented below: Options Outstanding Common Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Outstanding at December 31, 2017 1,049,503 $ 5.97 6.0 Granted 156,084 1.60 Expired (63,013 ) 6.29 Forfeited (102,097 ) 6.66 Outstanding at December 31, 2018 1,040,477 $ 5.23 6.5 Granted 586,552 0.67 Expired (147,313 ) 7.59 Forfeited (121,879 ) 2.70 Outstanding at December 31, 2019 1,357,837 $ 3.24 7.2 Exercisable at December 31, 2019 757,058 $ 4.88 5.7 During the twelve months ended December 31, 2019 and 2018 , no options were exercised. The fair value of the Company's common stock on December 31, 2019 was $0.2366 per share and the intrinsic value on outstanding options as of December 31, 2019 was $0 . The intrinsic value on exercisable options as of December 31, 2019 was $0 . A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2019 and 2018 , is presented below: Nonvested Options Common Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested at December 31, 2017 323,077 $ 2.64 2.7 Granted 156,084 0.96 Vested (137,206 ) 2.80 Forfeited (41,445 ) 2.88 Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 586,552 0.40 Vested (197,202 ) 1.44 Forfeited or expired (89,081 ) 0.80 Nonvested at December 31, 2019 600,779 $ 0.64 3.0 Expense recognized on stock options issued to employees during the twelve months ended December 31, 2019 and 2018 was $339,942 and $390,760 , respectively. Future compensation related to nonvested awards as of December 31, 2019 expected to vest of $328,934 is estimated to be recognized over the weighted-average vesting period of approximately 3.0 years . 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 during the twelve months ended December 31, 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 December 31, 2018 156,084 $1.60 6 years 64.49% 2.81% $0.96 December 31, 2019 586,552 $0.67 6 years 64.38% 1.92% $0.40 There were outstanding options to purchase 1,357,837 shares with a weighted average exercise price of $3.24 per share, of which options to purchase 757,058 shares were exercisable with a weighted average exercise price of $4.88 per share as of December 31, 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 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 twelve months ended December 31, 2019 , employees paid $6,979 to purchase 26,411 shares of common stock and paid $17,253 to purchase 21,366 shares of common stock during the twelve months ended December 31, 2018 . As of December 31, 2019 , the Company had 410,817 remaining shares of common stock available for future grants under the ESPP. Summary Stock-Based Compensation 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. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options and the employee stock purchase plan issuances during the twelve months ended December 31, 2019 and 2018 was recorded in the Company’s consolidated statement of operations as follows: Twelve Months Ended December 31, 2019 2018 Cost of revenue $ 42,467 $ 19,344 Sales and marketing $ 82,627 $ 73,776 General and administrative $ 509,557 $ 487,573 Total stock-based compensation $ 634,651 $ 580,693 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 December 31, 2019 , the Company had not repurchased any shares of common stock under the share repurchase program. |