Shareholders' Equity and Share-based Payments | 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 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. At the Market (ATM) Offering On June 4, 2020, the Company entered into an ATM Sales Agreement (the “2020 Sales Agreement”) with National Securities Corporation, as sales agent (“National Securities”), pursuant to which the Company may offer and sell, from time to time, through National Securities, shares of the Company's common stock, by any method deemed to be an “at the market offering” (the “ATM Offering”). On June 12, 2020, the Company entered into an amendment to the 2020 Sales Agreement to increase the amount of common stock that may be offered and sold in the ATM Offering to $40,000,000 in the aggregate. As of December 31, 2020, the Company had sold 14,819,740 shares at an average price of $1.92 per share for total gross proceeds of $28,455,096. Stock Issued for Acquisitions TapInfluence On July 26, 2018, the Company completed its merger with TapInfluence, Inc., pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2018, by and among the Company, IZEA Merger Sub, Inc., TapInfluence, certain stockholders of TapInfluence and the stockholders’ representative, as amended by Amendment No. 1 thereto, dated as of July 20, 2018 (the “Merger Agreement”). The merger was consummated, in part, to further consolidate the influencer marketing industry for the Company, and for the Company to obtain benefits from the acquisition of the TapInfluence technology platform and existing customer base, particularly from TapInfluence’s self-service customers. The aggregate consideration paid at closing for the acquisition of TapInfluence consisted of a cash payment of $1,500,000 and the issuance of 1,150,000 shares of the Company’s common stock valued at $1,759,500, or $1.53 per share. Aggregate post-acquisition date consideration consisted of additional payments totaling $4,500,000, less $115,417 related to the final working capital adjustment calculation. On January 26, 2019, pursuant to the Merger Agreement, the Company issued 660,136 shares of its common stock valued at $884,583, or $1.34 per share, using the 30-day Volume Weighted Average Price (“VWAP”) as reported by the Nasdaq Capital Market (“Nasdaq”) prior to the issuance date, to settle amounts due under its acquisition cost payable. 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, the Company issued 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 Nasdaq prior to the issuance date, to settle amounts due under its acquisition cost payable. 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 of $0.50664 required by the Merger Agreement. ZenContent On July 31, 2016, the Company purchased all of the outstanding shares of capital stock of ZenContent pursuant to the terms of a Stock Purchase Agreement, by and among IZEA, ZenContent and the stockholders of ZenContent (the “ZenContent Stock Purchase Agreement”) for a maximum purchase price to be paid over three 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 Nasdaq prior to the issuance date. The Company recognized a gain of $41,258 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 of $0.4966 required by 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. (as amended, the “May 2011 Plan”). The stockholders approved an amendment and restatement of the Company’s May 2011 Plan at its 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 employees and consultants. As of December 31, 2020, the Company had 3,812,928 remaining 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, 2020, the Company had 4,375 remaining 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. On January 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. One director forfeited 4,932 of these shares valued at $8,335 upon their resignation from the board of directors in September 2019. On January 31, 2020, the Company issued its five 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 vests in equal monthly installments from January through December 2020. The following table contains summarized information about restricted stock issued during the years ended December 31, 2019 and December 31, 2020: 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 (139,157) 2.24 Forfeited (8,057) 3.18 Nonvested at December 31, 2019 31,282 $ 2.15 1.9 Granted 390,625 0.32 Vested (408,241) 0.39 Forfeited — Nonvested at December 31, 2020 13,666 $ 2.28 1.4 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 for services was $125,000 and $141,665 during twelve months ended December 31, 2020 and 2019, respectively. Expense recognized on restricted stock issued to employees was $33,677 and $169,534 during the twelve months ended December 31, 2020 and 2019, respectively. On December 31, 2020, the fair value of the Company’s common stock was approximately $1.82 per share and the intrinsic value on the non-vested restricted stock was $24,872. Future compensation expense related to issued, but non-vested, restricted stock awards as of December 31, 2020 is $31,202. This value is estimated to be recognized over the weighted-average vesting period of approximately five 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 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 in a lump sum 12 months from issuance. During the twelve months ended December 31, 2020, the Company issued a total of 583,322 restricted stock units initially valued at $215,936 to non-executive employees as additional incentive compensation. The restricted stock units vest 12 months from issuance. 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. The following table contains summarized information about restricted stock units during the years ended December 31, 2019 and December 31, 2020: Restricted Stock Units Common Shares Weighted Average Weighted Average 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 Granted 930,145 0.37 Vested (172,441) 0.41 Forfeited (154,167) 0.30 Nonvested at December 31, 2020 970,349 $ 0.39 1.2 Expense recognized on restricted stock units issued to employees was $214,528 and $117,794 during the twelve months ended December 31, 2020 and 2019, respectively. On December 31, 2020, the fair value of the Company’s common stock was approximately $1.82 per share and the intrinsic value on the non-vested restricted units was $1,766,035. Future compensation related to the non-vested restricted stock units as of December 31, 2020 is $235,016 and it is estimated to be recognized over the weighted-average vesting period of approximately 1.2 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 one three A summary of option activity under the 2011 Equity Incentive Plans during the years ended December 31, 2019 and December 31, 2020, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average 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 Granted 411,350 0.69 Exercised (369) 1.00 Expired — — Forfeited (56,012) 5.08 Outstanding at December 31, 2020 1,712,806 $ 2.56 6.9 Exercisable at December 31, 2020 997,320 $ 3.84 5.7 During the twelve months ended December 31, 2020, 369 options were exercised for gross proceeds of $369. The intrinsic value on exercised options was $265. There were no options exercised during the twelve months ended December 31, 2019. The fair value of the Company's common stock on December 31, 2020 was approximately $1.82 per share and the intrinsic value on outstanding options as of December 31, 2020 was $1,127,194. The intrinsic value on exercisable options as of December 31, 2020 was $364,866. A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans during the years ended December 31, 2019 and December 31, 2020, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average Nonvested at December 31, 2018 300,510 $ 0.80 2.4 Granted 586,552 0.40 Vested (197,202) 1.44 Forfeited (89,081) 0.80 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 There were outstanding options to purchase 1,712,806 shares with a weighted average exercise price of $2.56 per share, of which options to purchase 997,320 shares were exercisable with a weighted average exercise price of $3.84 per share as of December 31, 2020. Expense recognized on stock options issued to employees during the twelve months ended December 31, 2020 and 2019 was $225,083 and $339,942, respectively. Future compensation related to non-vested awards as of December 31, 2020 is $361,498, and it is estimated to be recognized over the weighted-average vesting period of approximately 2.5 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 using a Black-Scholes option-pricing model during the twelve months ended December 31, 2020 and 2019: Period Ended Total Stock Weighted-Average Exercise Price Weighted-Average Expected Term Weighted-Average Volatility Weighted-Average Risk-Free Interest Rate Expected Dividends Weighted-Average December 31, 2019 586,552 $0.67 6 years 64.38% 1.92% — $0.40 December 31, 2020 411,350 $0.69 6 years 108.58% 0.46% — $0.56 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 During the twelve months ended December 31, 2020 and 2019, employees paid $5,320 to purchase 5,539 shares of common stock and $6,979 to purchase 26,411 shares of common stock, respectively. As of December 31, 2020, the Company had 395,613 remaining shares of common stock available for future issuances 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 utilizing the weighted-average forfeiture rates 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 twelve months ended December 31, 2020 and 2019 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 10,152 $ 42,467 Sales and marketing 55,458 82,627 General and administrative 412,383 509,557 Total stock-based compensation $ 477,993 $ 634,651 Share Repurchase Program On July 1, 2019, the Board authorized and approved a share repurchase program under which the Company could repurchase up to $3,500,000 of its common stock from time to time through December 31, 2020, subject to market conditions. The Company did not repurchase any shares of common stock under the share repurchase program prior to its expiration on December 31, 2020. |