Cover
Cover - shares | 6 Months Ended | ||
Jun. 30, 2022 | Aug. 05, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001495231 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 62,269,674 | ||
Document Type | 10-Q | ||
Document Fiscal Period Focus | Q2 | ||
Document Transition Report | false | ||
Entity File Number | 001-37703 | ||
Entity Registrant Name | IZEA WORLDWIDE, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 37-1530765 | ||
Entity Address, Address Line One | 1317 Edgewater Dr. | ||
Entity Address, Address Line Two | # 1880 | ||
Entity Address, Address Line Three | |||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32804 | ||
City Area Code | (407) | ||
Local Phone Number | 674-6911 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | IZEA | ||
Security Exchange Name | NASDAQ | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Common stock, shares outstanding (shares) | 62,206,467 | 62,044,883 | |
Entity Emerging Growth Company | false | ||
Document Period End Date | Jun. 30, 2022 | ||
Entity Small Business | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Document Quarterly Report | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,347,070 | $ 75,433,295 |
Accounts receivable, net | 7,578,983 | 7,599,103 |
Prepaid expenses | 2,879,569 | 2,257,382 |
Short-Term Investments | 33,069,694 | 0 |
Other current assets | 17,976 | 100,522 |
Total current assets | 54,893,292 | 85,390,302 |
Property and equipment, net | 92,067 | 155,185 |
Goodwill | 4,016,722 | 4,016,722 |
Intangible assets, net | 72,536 | 213,263 |
Software development costs, net | 1,085,177 | 1,019,600 |
Long-Term Investments | 25,854,040 | 0 |
Total assets | 86,013,834 | 90,795,072 |
Current liabilities: | ||
Accounts payable | 1,801,973 | 2,086,892 |
Accrued expenses | 2,421,462 | 2,502,882 |
Contract liabilities | 9,531,237 | 11,338,095 |
Current portion of notes payable | 31,068 | 0 |
Total current liabilities | 13,785,740 | 15,927,869 |
Finance obligation, less current portion | 0 | 10,420 |
Liabilities | 13,785,740 | 15,969,937 |
Notes payable, less current portion | 0 | 31,648 |
Commitments and Contingencies (Note 7) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock; $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock; $.0001 par value; 200,000,000 shares authorized; 62,206,467 and 62,044,883, respectively, issued, and outstanding | 6,221 | 6,205 |
Additional paid-in capital | 148,769,056 | 148,452,498 |
Accumulated deficit | (76,279,701) | (73,633,568) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (267,482) | 0 |
Total stockholders’ equity | 72,228,094 | 74,825,135 |
Total liabilities and stockholders’ equity | $ 86,013,834 | $ 90,795,072 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Parentheticals - Balance Sheet [Abstract] | ||
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (shares) | 62,206,467 | 62,044,883 |
Common stock, shares outstanding (shares) | 62,206,467 | 62,044,883 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 12,577,011 | $ 6,416,451 | $ 21,467,347 | $ 11,944,617 |
Costs and expenses: | ||||
Cost of revenue | 7,211,922 | 3,208,690 | 12,391,646 | 5,666,475 |
Sales and marketing | 2,289,769 | 2,302,869 | 4,810,112 | 4,381,192 |
General and administrative | 3,378,988 | 2,659,578 | 6,881,423 | 5,194,725 |
Depreciation and amortization | 138,492 | 363,924 | 277,321 | 729,453 |
Total costs and expenses | 13,019,171 | 8,535,061 | 24,360,502 | 15,971,845 |
Loss from operations | (442,160) | (2,118,610) | (2,893,155) | (4,027,228) |
Other income (expense): | ||||
Interest expense | (815) | (8,739) | (1,780) | (22,532) |
Other income (expense), net | 273,085 | 1,968,944 | 248,802 | 1,998,418 |
Total other income (expense), net | 272,270 | 1,960,205 | 247,022 | 1,975,886 |
Net Loss | (169,890) | (158,405) | (2,646,133) | (2,051,342) |
Other comprehensive income | ||||
Unrealized (gain) loss on securities held | 267,482 | 0 | 267,482 | 0 |
Total other comprehensive income | 267,482 | 0 | 267,482 | 0 |
Total comprehensive income (loss) | (437,372) | (158,405) | (2,913,615) | (2,051,342) |
Weighted average common shares outstanding – basic and diluted | 62,206,467 | 61,386,913 | 62,158,650 | 58,874,526 |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ (0.04) | $ (0.03) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | AOCI Attributable to Parent |
Balance (shares) at Dec. 31, 2020 | 50,050,167 | ||||
Balance at Dec. 31, 2020 | $ 31,928,189 | $ 5,005 | $ 102,416,131 | $ (70,492,947) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Issued During Period, Shares, Sale of Securities | 11,186,084 | ||||
Stock Issued During Period, Value, Sale of Securities | 46,544,688 | $ 1,119 | 46,543,569 | ||
Stock Issued During Period, Shares, Stock purchase plan & option exercise issuances | 136,651 | ||||
Stock purchase plan & option exercise issuances | 48,086 | $ 14 | 48,072 | ||
Stock issued for payment of services (shares) | 14,892 | ||||
Stock Issued During Period, Value, Issued for Services | 72,240 | $ 1 | 72,239 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (1,080,835) | (1,080,835) | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 604,323 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 404,180 | $ 60 | 404,120 | ||
Share withheld to cover statutory taxes (shares) | (182,544) | ||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (396,962) | $ (18) | (396,944) | ||
Net Income (Loss) Attributable to Parent | (2,051,342) | (2,051,342) | |||
Balance (shares) at Jun. 30, 2021 | 61,809,573 | ||||
Balance at Jun. 30, 2021 | 75,468,244 | $ 6,181 | 148,006,352 | (72,544,289) | |
Balance (shares) at Mar. 31, 2021 | 59,123,449 | ||||
Balance at Mar. 31, 2021 | 63,539,557 | $ 5,912 | 135,919,529 | (72,385,884) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Issued During Period, Shares, Sale of Securities | 2,484,393 | ||||
Stock Issued During Period, Value, Sale of Securities | 12,186,676 | $ 249 | 12,186,427 | ||
Stock Issued During Period, Shares, Stock purchase plan & option exercise issuances | 135,141 | ||||
Stock purchase plan & option exercise issuances | 45,942 | $ 14 | 45,928 | ||
Stock issued for payment of services (shares) | 7,716 | ||||
Stock Issued During Period, Value, Issued for Services | 37,544 | $ 0 | 37,544 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (333,878) | (333,878) | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 77,420 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 206,194 | $ 8 | 206,186 | ||
Share withheld to cover statutory taxes (shares) | (18,546) | ||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (55,386) | $ (2) | (55,384) | ||
Net Income (Loss) Attributable to Parent | (158,405) | (158,405) | |||
Balance (shares) at Jun. 30, 2021 | 61,809,573 | ||||
Balance at Jun. 30, 2021 | 75,468,244 | $ 6,181 | 148,006,352 | (72,544,289) | |
Balance (shares) at Dec. 31, 2021 | 62,044,883 | ||||
Balance at Dec. 31, 2021 | 74,825,135 | $ 6,205 | 148,452,498 | (73,633,568) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Issued During Period, Shares, Stock purchase plan & option exercise issuances | 38,076 | ||||
Stock purchase plan & option exercise issuances | 18,727 | $ 4 | 18,723 | ||
Stock issued for payment of services (shares) | 52,950 | ||||
Stock Issued During Period, Value, Issued for Services | 62,482 | $ 5 | 62,477 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 105,589 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 273,898 | $ 11 | 273,887 | ||
Share withheld to cover statutory taxes (shares) | (35,031) | ||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (38,533) | $ (4) | (38,529) | ||
Net Income (Loss) Attributable to Parent | (2,646,133) | (2,646,133) | |||
Debt Securities, Unrealized Gain (Loss) | (267,482) | $ (267,482) | |||
Balance (shares) at Jun. 30, 2022 | 62,206,467 | ||||
Balance at Jun. 30, 2022 | 72,228,094 | $ 6,221 | 148,769,056 | (76,279,701) | (267,482) |
Balance (shares) at Mar. 31, 2022 | 62,112,054 | ||||
Balance at Mar. 31, 2022 | 72,486,756 | $ 6,211 | 148,590,356 | (76,109,811) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Issued During Period, Shares, Stock purchase plan & option exercise issuances | 33,076 | ||||
Stock purchase plan & option exercise issuances | 12,027 | $ 3 | 12,024 | ||
Stock issued for payment of services (shares) | 26,490 | ||||
Stock Issued During Period, Value, Issued for Services | 31,259 | $ 3 | 31,256 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 56,392 | ||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | 156,706 | $ 7 | 156,699 | ||
Share withheld to cover statutory taxes (shares) | (21,545) | ||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (21,282) | $ (3) | (21,279) | ||
Net Income (Loss) Attributable to Parent | (169,890) | (169,890) | |||
Debt Securities, Unrealized Gain (Loss) | (267,482) | (267,482) | |||
Balance (shares) at Jun. 30, 2022 | 62,206,467 | ||||
Balance at Jun. 30, 2022 | $ 72,228,094 | $ 6,221 | $ 148,769,056 | $ (76,279,701) | $ (267,482) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net Income (Loss) Attributable to Parent | $ (2,646,133) | $ (2,051,342) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
(Gain) on the forgiveness of debt | 0 | (1,927,220) |
Depreciation and amortization | 65,528 | 65,687 |
Amortization of software development costs and other intangible assets | 211,793 | 663,766 |
Impairment of digital assets | 140,727 | 0 |
(Gain) loss on disposal of equipment | 18,555 | (7,790) |
Stock-based compensation | 273,898 | 404,180 |
Fair value of stock issued for payment of services | 62,482 | 72,240 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 20,121 | (925,744) |
Prepaid expenses and other current assets | (539,639) | (788,813) |
Accounts payable | (284,920) | (403,584) |
Accrued expenses | (82,325) | 193,795 |
Contract liabilities | (1,806,859) | 1,563,121 |
Net cash used for operating activities | (4,566,772) | (3,141,704) |
Cash flows from investing activities: | ||
Purchase of short term investments | (33,069,694) | 0 |
Purchase of long term investments | (26,121,522) | 0 |
Purchase of equipment | (31,310) | (29,689) |
Proceeds from sale of equipment | 10,344 | 8,924 |
Software development costs | (277,369) | 0 |
Net cash used for investing activities | (59,489,551) | (20,765) |
Cash flows from financing activities: | ||
Proceeds from sale of securities | 0 | 46,544,688 |
Proceeds from stock purchase plan and option exercise issuances | 18,727 | 48,086 |
Payments on finance obligation | (10,096) | (8,336) |
Stock issuance costs | 0 | 1,080,835 |
Payments on shares withheld for statutory taxes | (38,533) | (341,576) |
Net cash provided by (used for) financing activities | (29,902) | 45,162,027 |
Net increase (decrease) in cash and cash equivalents | (64,086,225) | 41,999,558 |
Cash and cash equivalents, beginning of period | 75,433,295 | 33,045,225 |
Cash and cash equivalents, end of period | 11,347,070 | 75,044,783 |
Supplemental cash flow information: | ||
Interest paid | $ 1,894 | $ 5,610 |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business IZEA Worldwide, Inc. (“IZEA,” “we,” “us,” or “our”) creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content creators 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 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 text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their websites, blogs, and social media channels. We provide value through 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 our creators’ websites, blogs, and social media channels, including, among others, Twitter, Facebook, YouTube, Twitch, and 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, we launched two new platforms, BrandGraph and Shake . BrandGraph is a social media intelligence platform offering marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification, and sentiment analysis. The BrandGraph 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 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. Creator’s list available “Shakes” in their accounts on the 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, 2022, the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021, the consolidated statements of stockholders' equity for the three and six months ended June 30, 2022 and 2021, and the consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 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, 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, 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, 2021, included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022. Principles of Consolidation The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiary. 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 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 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, 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 on 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. 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. The FDIC insures deposits made to the Company bank accounts up to $250,000. The CDIC insures deposits made to the Company bank account in Canada up to CAD 100,000. Deposit balances exceeding these limits were approximately $11.1 million and $74.9 million as of June 30, 2022 and December 31, 2021, respectively. Investment in Debt Securities Our investments in debt securities are carried at either amortized cost or fair value. The cost basis is determined by the specific identification method. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities as well as realized gains and losses on available-for-sale debt securities are included in net income. Unrealized gains and losses, net of tax, on available-for-sale debt securities are included in our consolidated balance sheet as a component of accumulated other comprehensive income (loss). 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 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 $7,567,833 and unbilled receivables of $11,150 at June 30, 2022. The Company had net trade receivables of $7,577,177 and unbilled receivables of $21,926 at December 31, 2021. Management determines the 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, 2022 and December 31, 2021, respectively. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change 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 as a general and administrative expense. Bad debt expense was less than 0.01% of revenue for each of the three and six months ended June 30, 2022 and 2021. Concentrations of credit risk for accounts receivable have typically been limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. However, the Company’s addition of SaaS customers 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 currently has one customer that accounts for 50% of total accounts receivable at June 30, 2022, and no customers that accounted for more than 10% of total accounts receivable at December 31, 2021. The Company had two customers that accounted for 39% and 12%, respectively, of its gross billings during the three months ended June 30, 2022 and three customers that accounted for more than 36% of its gross billings during the three months ended June 30, 2021. The Company had two customers that accounted for 32% and 11%, respectively, of its gross billings during the six months ended June 30, 2022, and one customer that accounted for 25% of its gross billings during the six months ended June 30, 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 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. 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 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 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, referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business 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 one reporting unit as of June 30, 2022. Intangible Assets The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent, and TapInfluence. The Company amortized the identifiable intangible assets over 12 to 60 months. See Note 3 of Notes to the Consolidated Financial Statements 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. The Company reviews long-lived assets, including 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 carrying amount to determine if there has been an impairment, which is calculated as the difference between the asset’s fair value 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. The Company did not recognize any impairment charges associated with the Company’s acquired identifiable intangible assets in the three and six months ended June 30, 2022, and 2021. The Company recognized an impairment of $77,751 and $140,727 on digital assets held as indefinite-lived intangible assets in the three and six months ended June 30, 2022, respectively. The Company did not recognize any impairment on digital assets for the three and six months ended June 30, 2021. Software Development Costs In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain 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 stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and 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 development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefit expenses for employees or consultants directly associated with and devoted 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"). 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. See Note 4 of Notes to the Consolidated Financial Statements for further details. Leases Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , 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 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 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 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 principal or 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. 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 a 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 collectability based on several factors, including the creditworthiness of the customer and payment and transaction history. Certain content creators have payment terms that require sponsored social postings to remain active 45 days following the posting date before payment is due; the Company records pro-rata revenue and a pro-rata liability for this content at each balance sheet date. 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 (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, and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services to provide public awareness or advertising buzz regarding the marketer’s brand and purchase custom content for internal and external use. 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 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. When multiple types of performance obligations exist in a contract, the Company allocates revenue to each distinct performance obligations at contract inception based on its relative standalone selling price. These performance obligations are to be provided over a period that generally ranges from one day to one year. 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 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 distribute custom content for an agreed-upon transaction price. The Company’s platforms control the contracting, description of services, acceptance, 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 post approved content through one or more social media platforms. License Fees Revenue License Fees Revenue is generated by granting limited, non-exclusive, non-transferable licenses to customers for the use of the IZEAx and BrandGraph technology platforms for an agreed-upon subscription period. Customers license the platforms to manage their 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 longer than one Advertising Costs Advertising costs include spending relating to our advertising and promotional activities in support of our products and services, are charged as incurred and are included in sales and marketing expense in the accompanying Consolidated Statement of Operations. Advertising costs for the three months ended June 30, 2022 and 2021 were approximately $505,401 and $512,000, respectively. Advertising costs for the six months ended June 30, 2022 and 2021 were approximately $991,500 and $954,000, respectively. 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 has recorded a full valuation allowance on its deferred tax assets. 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 2018 through 2020. 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. As of June 30, 2022, the Company holds Level 1 and Level 2 financial assets; this is further discussed in Note 11 of Notes to the Consolidated Financial Statements. Stock-Based Compensation Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended, and the 2011 B Equity Incentive Plan (together, the “2011 Equity Incentive Plans”) (see Note 8 of Notes to the Consolidated Financial Statements) 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 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. For issuances after June 30, 2019, the Company estimates the volatility |
Property and Equipment (Notes)
Property and Equipment (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, 2022 December 31, 2021 Furniture and fixtures $ 8,674 $ 208,583 Office equipment 3,843 66,417 Computer equipment 402,616 541,330 Total 415,133 816,330 Less accumulated depreciation (323,066) (661,145) Property and equipment, net $ 92,067 $ 155,185 Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $32,596 and $33,201 for the three months ended June 30, 2022 and 2021, respectively, and was $65,528 and $65,687 for the six months ended June 30, 2022 and 2021, respectively. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS The identifiable intangible assets, other than Goodwill, consists of the following assets: June 30, 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 72,536 — 213,263 — Indefinite Total $ 6,284,005 $ 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, 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 72,536 213,263 Total $ 6,284,005 $ 6,424,732 Less accumulated amortization (6,211,469) (6,211,469) Intangible assets, net $ 72,536 $ 213,263 There were no impairment charges associated with the Company’s identifiable intangible assets, other than digital assets, in the three and six months ended June 30, 2022 and 2021. Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss was $216,667 and $433,334 for the three and six months ended June 30, 2021, respectively. No amortization expense was recorded for the three and six months ended June 30, 2022 as all applicable assets have been fully amortized. The Company determines the fair value of its digital assets, specifically Bitcoin and Ethereum, 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 difference between their carrying value and the price determined. Impairment losses on digital assets are recognized within general and administrative 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 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. During the three and six months ended June 30, 2022, the Company did not conduct any transactions in digital assets. The Company impaired the value of its digital assets by $77,751 and $140,727 during the three and six months ended June 30, 2022, respectively, as the fair market value decreased from the purchase value. No impairment of digital assets was recognized during the three and six months ended June 30, 2021. 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 June 30, 2022 was $72,536. The Company performs its annual impairment tests of goodwill as of October 1 of each year, or more frequently, if certain indicators are present. As of June 30, 2022, the Company determined that no impairment to goodwill existed. |
Software Development Costs (Not
Software Development Costs (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: June 30, 2022 December 31, 2021 Software development costs $ 3,314,181 $ 3,036,810 Less accumulated amortization (2,229,004) (2,017,210) Software development costs, net $ 1,085,177 $ 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, 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 $177,943 and $277,369 during the three and six months ended June 30, 2022, respectively. The Company did not capitalize any software development costs during the three and six months ended June 30, 2021. As a result, the Company has capitalized a total of $3,314,181 in direct materials, consulting, payroll, and benefit costs to its internal-use software development costs in the June 30, 2022 consolidated balance sheet. 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. As of June 30, 2022, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2022 $ 204,861 2023 415,159 2024 233,238 2025 134,394 2026 58,231 2027 30,675 2028 $ 8,619 Total $ 1,085,177 |
Accrued Expenses (Notes)
Accrued Expenses (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ACCRUED EXPENSES Accrued expenses consist of the following: June 30, 2022 December 31, 2021 Accrued payroll liabilities $ 2,143,049 $ 2,251,284 Accrued taxes 78,337 76,079 Current portion of finance obligation 34,292 33,388 Accrued other 165,784 142,131 Total accrued expenses $ 2,421,462 $ 2,502,882 |
Notes Payable (Notes)
Notes Payable (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | 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 ($31,068 USD as of June 30, 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 the extended-term from January 1, 2023 through December 31, 2025 (the “Extended Term”). No interest is accrued, and no payments are due on the loan during the Initial Term. If the Company repays 75%, or 30,000 CAD, of the CEBA Loan (23,301 USD as of June 30, 2022) on or prior to December 31, 2022, which the Company plans to do, the remaining 10,000 CAD (7,767 USD as of June 30, 2022) balance will be forgiven. CEBA announced an extension for repayment in January 2022 pushing the extended-term repayment deadline to December 31, 2023. Interest will begin to accrue on the unpaid balance on January 1, 2024, with monthly interest payments commencing on January 31, 2024 , until the CEBA Loan is paid in full on or before the end of the Extended Term. Finance Obligation The Company has two long-term payment plans with a vendor to pay for its computer equipment in four 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 financial obligation. The total balance owed was $34,292 and $43,808 as of June 30, 2022 and December 31, 2021, respectively, with the short-term portion of $34,292 and $33,388 recorded under accrued expenses in the consolidated balance sheets as of June 30, 2022 and December 31, 2021, 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 was obtained on March 1, 2013, and expanded on April 13, 2015. The line of credit agreement required the Company to pay an annual facility fee of $20,000 and an annual due diligence fee of $1,000 upon renewal. During the three and six months ended June 30, 2021, the Company amortized $7,000 and $1,750, respectively, of such costs through interest expense. The Company terminated its line of credit in April 2021. Summary Interest expense on financing arrangements recorded in the Company’s consolidated statements of operations and comprehensive loss was $815 and $8,739 during the three months ended June 30, 2022 and 2021, respectively, and $1,780 and $22,532 for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the future contractual maturities of the Company’s debt obligations by year is set forth in the following schedule: Remainder of 2022 $ 65,360 Total $ 65,360 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Lease Commitments The Company does not have any operating or finance leases greater than 12 months in duration as of June 30, 2022. The Company did not have any leasehold rent or operating lease expenses during the three and six months ended June 30, 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 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cost of revenue $ 15,894 $ 11,321 $ 44,967 $ 21,469 Sales and marketing 29,749 22,935 73,481 50,601 General and administrative 28,855 24,610 73,617 49,458 Total contribution expense $ 74,498 $ 58,866 $ 192,065 $ 121,528 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 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. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
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 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 its common stock, by any method deemed to be an “at the market offering” under Rule 415 of the Securities Act (the “ATM Offering”). The 2020 Sales Agreement was fulfilled in April 2021 and 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 determined to be an “at the market offering” under Rule 415 of the Securities Act. The January 2021 Sales Agreement was fulfilled in April 2021 and terminated thereafter. During the three months ended June 30, 2021, the Company sold a total of 2,484,393 shares at an average price of $4.91 per share for total gross proceeds of $12,186,676 pursuant to the 2020 Sales Agreement and the January 2021 Sales Agreement with National Securities. During the six months ended June 30, 2021, the Company sold a total of 11,186,084 shares at an average price of $4.16 per share for total gross proceeds of $46,544,688 pursuant to the 2020 Sales Agreement and the January 2021 Sales Agreement with National Securities. On June 21, 2021, the Company entered into a third ATM Sales Agreement (the “June 2021 Sales Agreement”) with National Securities, as sales agent, pursuant to which the Company can offer and sell, from time to time, through National Securities, up to $100 million shares of the Company’s common stock by any method deemed to be an “at the market offering” under Rule 415 of the Securities Act. No sales have been made under this agreement as of June 30, 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 “2011 Equity Incentive Plan”). The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at 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 employees and consultants. As of June 30, 2022, the Company had 3,086,918 remaining shares of common stock available for issuance pursuant to future grants under the 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. The August 2011 Plan expired in 2021 and no new grants may be made thereunder. Restricted Stock Under the 2011 Plan, the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions. In 2021, the Company issued its six 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 five 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, 2021 and the three months ended June 30, 2022: Restricted Stock Common Shares Weighted Average Weighted Average 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 (55,646) 1.22 Forfeited — — Nonvested at June 30, 2022 53,837 $ 1.18 0.5 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 directors for services was $31,259 and $37,544 for the three months ended June 30, 2022 and 2021, respectively, and $62,482 and $72,240 for the six months ended June 30, 2022 and 2021, respectively. Expense recognized on restricted stock issued to employees was $5,355 and $13,007 during the six months ended June 30, 2022 and 2021, respectively. On June 30, 2022, the fair value of the Company’s common stock was approximately $0.90 per share and the intrinsic value on the non-vested restricted stock was $48,346. Future compensation expense related to issued, but non-vested, restricted stock awards as of June 30, 2022, is $63,666. This value is estimated to be recognized over the weighted-average vesting period of approximately nine months. Restricted Stock Units The Board determines the terms and conditions of each restricted stock unit award issued under the May 2011 Plan. During the six months ended June 30, 2022, the Company issued a total of 374,145 restricted stock units initially valued at $436,442 to non-executive employees as additional incentive compensation. The restricted stock units vest over 36 months from issuance. During the six months ended June 30, 2022, the Company issued a total of 118,860 restricted stock units initially valued at $176,064 to executive employees as additional incentive compensation. The restricted stock units have varying vesting schedules ranging from one to four years, depending on the executive’s employment contract. A small subset of the restricted stock units have 100% cliff vesting one year from issuance. The following table contains summarized information about restricted stock units during the year ended December 31, 2021 and the six months ended June 30, 2022: Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2020 970,349 $ 0.39 1.2 Granted 229,638 2.93 Vested (817,417) 0.83 Forfeited (7,126) 1.77 Nonvested at December 31, 2021 375,444 $ 0.96 1.8 Granted 493,005 1.24 Vested (102,893) 0.73 Forfeited (68,422) 1.51 Nonvested at June 30, 2022 697,134 $ 1.14 2.3 Expense recognized on restricted stock units issued to employees was $124,074 and $280,243 during the six months ended June 30, 2022, and 2021, respectively. Expense recognized on restricted stock units issued to employees was $81,450 and $142,435 during the three months ended June 30, 2022, and 2021, respectively. On June 30, 2022, the fair value of the Company’s common stock was approximately $0.90 per share and the intrinsic value on the non-vested restricted units was $622,315. Future compensation related to the non-vested restricted stock units as of June 30, 2022, is $706,042 and it is estimated to be recognized over the weighted-average vesting period of approximately 2.2 years. Stock Options Under the 2011 Equity Incentive 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 one three On January 28, 2022, in connection with a shift in the Company’s employee compensation strategy toward restricted stock units, the Compensation Committee of 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. 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 June 30, 2022, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average 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 (27,336) 4.77 Forfeited (47,955) 0.39 Outstanding at June 30, 2022 1,720,497 $ 2.77 6.0 Exercisable at June 30, 2022 1,223,516 $ 3.37 5.1 During the six months ended June 30, 2022, 27,336 options were exercised for gross proceeds of $10,528. The intrinsic value of the exercised options was $28,335. During the six months ended June 30, 2021, 133,275 options were exercised for gross proceeds of $42,864. The intrinsic value of the exercised options was $406,405. The fair value of the Company's common stock on June 30, 2022, was approximately $0.90 per share, and the intrinsic value on outstanding options as of June 30, 2022, was $193,364. The intrinsic value of the exercisable options as of June 30, 2022, was $117,983. A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the periods ended December 31, 2021, and June 30, 2022, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average 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 (183,121) 0.93 Forfeited (16,066) 3.24 Nonvested at June 30, 2022 456,742 $ 1.26 2.1 There were outstanding options to purchase 1,720,497 shares with a weighted average exercise price of $2.77 per share, of which options to purchase 1,223,516 shares were exercisable with a weighted average exercise price of $3.37 per share as of June 30, 2022. Expense recognized on stock options issued to employees during the six months ended June 30, 2022, and 2021 was $139,959 and $108,398, respectively. Future compensation related to non-vested awards as of June 30, 2022, is $516,145, and it is estimated to be recognized over the weighted-average vesting period of approximately 1.92 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 six months ended June 30, 2022, and 2021: 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 Weighted average expected forfeiture rate June 30, 2021 44,155 $ 2.61 6.0 years 119.43% 0.95% — $ 2.24 13.89% June 30, 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 Stock compensation expense on ESPP issuances was $4,511 and $2,532 for the three months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had 376,760 remaining shares of common stock available for future issuances under the ESPP. Summary Stock-Based Compensation 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, 2022 and 2021 was recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cost of revenue $ 10,544 $ 1,963 $ 17,649 $ 3,417 Sales and marketing 14,853 5,318 24,712 10,748 General and administrative 131,309 198,913 231,537 390,015 Total stock-based compensation $ 156,706 $ 206,194 $ 273,898 $ 404,180 |
Loss Per Common Share (Notes)
Loss Per Common Share (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 the stock vests. Diluted loss per common share is computed by dividing the net 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. Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net loss $ (169,890) $ (158,405) $ (2,646,133) $ (2,051,342) Weighted average shares outstanding - basic and diluted 62,206,467 61,386,913 62,158,650 58,874,526 Basic and diluted net 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, June 30, June 30, June 30, Stock options 1,732,005 1,732,929 1,758,376 1,735,898 Restricted stock units 628,219 526,733 541,722 590,471 Restricted stock 71,865 30,712 68,301 30,022 Total excluded shares 2,432,089 2,290,374 2,368,399 2,356,391 |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUEThe Company has consistently applied its accounting policies with respect to revenue to all periods presented in the consolidated financial statements contained herein. The following table illustrates the Company’s revenue by product service type: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Managed Services Revenue $ 12,176,616 $ 5,992,318 $ 20,549,072 $ 11,027,311 Marketplace Spend Fees 52,124 70,381 106,224 168,752 License Fees 335,928 344,843 710,369 727,884 Other Fees 12,343 8,909 101,682 20,670 SaaS Services Revenue 400,395 424,133 918,275 917,306 Total Revenue $ 12,577,011 $ 6,416,451 $ 21,467,347 $ 11,944,617 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, United States $ 12,384,786 $ 6,276,236 $ 21,254,424 $ 11,577,579 Canada 192,225 140,215 212,923 367,038 Total $ 12,577,011 $ 6,416,451 $ 21,467,347 $ 11,944,617 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, December 31, 2021 Accounts receivable, net $ 7,578,983 $ 7,599,103 Contract liabilities (unearned revenue) $ 9,531,237 $ 11,338,095 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. The Company expects that the balance of unearned revenues in contract liabilities will be recognized within the following twelve-month period. Contract receivables are recognized when the receipt of consideration is unconditional. Contract liabilities relate 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 receiving new advance payments from customers and decrease as revenue is recognized upon the Company meeting the performance 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 one year in length in the period incurred. Remaining Performance Obligations The Company typically enters into contracts that are one year or less in length. As such, the remaining performance obligations at June 30, 2022 and December 31, 2021, are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue on June 30, 2022 within the next year. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Investments [Abstract] | |
Financial Instruments Disclosure | FINANCIAL INSTRUMENTS Cash, Cash Equivalents, and Marketable Securities (Available for Sale) Per a revised investment strategy policy, the Company engaged a third party registered investment advisor and appointed a leading national bank for custody services with respect to investment securities, making an initial deposit of $60 million on April 18, 2022. Investments comply with the Company’s revised investment strategy policy, designed to preserve capital, minimize investment risks, and maximize returns. The following table shows the Company’s cash, cash equivalents, and marketable securities by significant investment category as of June 30, 2022: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Non-Current Marketable Securities Cash $ 11,236,417 $ — $ — $ 11,236,417 $ 11,236,417 $ — $ — Level 1 (1) Money market funds 110,653 — — 110,653 110,653 — — US Treasury securities 3,003,666 16,808 2,986,858 — — 2,986,858 Commercial paper 21,435,540 (200) 5,190 21,430,550 — 21,430,550 — Subtotal 24,549,859 (200) 21,998 24,528,061 110,653 21,430,550 2,986,858 Level 2 (2) Non US government securities 894,106 6,436 887,670 — — 887,670 Corporate debt securities 21,509,498 179,988 21,329,510 — 2,750,206 18,579,304 Asset backed securities 12,348,406 (1,076) 60,336 12,289,146 — 8,888,938 3,400,208 Subtotal 34,752,010 (1,076) 246,760 34,506,326 — 11,639,144 22,867,182 Total $ 70,538,286 $ (1,276) $ 268,758 $ 70,270,804 $ 11,347,070 $ 33,069,694 $ 25,854,040 (1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. (2) Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company records the fair value of cash equivalents and marketable securities on our balance sheet. The adjusted cost, which includes unrealized gains and losses, reflects settlement amounts if all investments are held to maturity. The Company recognized gross realized losses of $1,234 for the three months ended June 30, 2022. Realized gains and losses are a component of other income (expense), net. Unrealized gains and losses are a component of other comprehensive income (loss) (“OCI”). The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates: As of June 30, 2022 Due in 1 year or less $ 33,069,694 Due in 1 year through 5 years 25,854,040 Total $ 58,923,734 The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category: As of June 30, 2022 Fair Value Net Unrealized Gain (Loss) Cash and cash equivalents $ 11,347,070 $ — Government bonds 2,986,858 (16,808) Corporate debt securities 43,647,730 (191,414) Asset backed securities 12,289,146 (59,260) Total $ 70,270,804 $ (267,482) |
Company and Summary of Signif_2
Company and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business [Policy Text Block] | Nature of Business IZEA Worldwide, Inc. (“IZEA,” “we,” “us,” or “our”) creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content creators 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 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 text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their websites, blogs, and social media channels. We provide value through 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 our creators’ websites, blogs, and social media channels, including, among others, Twitter, Facebook, YouTube, Twitch, and 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, we launched two new platforms, BrandGraph and Shake . BrandGraph is a social media intelligence platform offering marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification, and sentiment analysis. The BrandGraph 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 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. Creator’s list available “Shakes” in their accounts on the 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 [Policy Text Block] | 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. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | 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 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 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, 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 on the Company’s consolidated financial statements in future reporting periods. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash EquivalentsThe 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. The FDIC insures deposits made to the Company bank accounts up to $250,000. The CDIC insures deposits made to the Company bank account in Canada up to CAD 100,000. Deposit balances exceeding these limits were approximately $11.1 million and $74.9 million as of June 30, 2022 and December 31, 2021, respectively. |
Receivable [Policy Text Block] | 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 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 $7,567,833 and unbilled receivables of $11,150 at June 30, 2022. The Company had net trade receivables of $7,577,177 and unbilled receivables of $21,926 at December 31, 2021. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of credit risk for accounts receivable have typically been limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. However, the Company’s addition of SaaS customers 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 currently has one customer that accounts for 50% of total accounts receivable at June 30, 2022, and no customers that accounted for more than 10% of total accounts receivable at December 31, 2021. The Company had two customers that accounted for 39% and 12%, respectively, of its gross billings during the three months ended June 30, 2022 and three customers that accounted for more than 36% of its gross billings during the three months ended June 30, 2021. The Company had two customers that accounted for 32% and 11%, respectively, of its gross billings during the six months ended June 30, 2022, and one customer that accounted for 25% of its gross billings during the six months ended June 30, 2021. |
Property, Plant and Equipment, Policy [Policy Text Block] | 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 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | 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 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 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, referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business 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 one reporting unit as of June 30, 2022. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent, and TapInfluence. The Company amortized the identifiable intangible assets over 12 to 60 months. See Note 3 of Notes to the Consolidated Financial Statements 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. The Company reviews long-lived assets, including 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 carrying amount to determine if there has been an impairment, which is calculated as the difference between the asset’s fair value 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 |
Software Development Costs, Policy [Policy Text Block] | Software Development Costs In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain 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 stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and 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 development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefit expenses for employees or consultants directly associated with and devoted 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"). 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. See Note 4 of Notes to the Consolidated Financial Statements for further details. |
Lessee, Leases [Policy Text Block] | Leases Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , 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 with a lease term of 12 months or less at the commencement date. |
Revenue [Policy Text Block] | 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 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 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 principal or 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. 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 a 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 collectability based on several factors, including the creditworthiness of the customer and payment and transaction history. Certain content creators have payment terms that require sponsored social postings to remain active 45 days following the posting date before payment is due; the Company records pro-rata revenue and a pro-rata liability for this content at each balance sheet date. 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 (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, and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services to provide public awareness or advertising buzz regarding the marketer’s brand and purchase custom content for internal and external use. 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 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. When multiple types of performance obligations exist in a contract, the Company allocates revenue to each distinct performance obligations at contract inception based on its relative standalone selling price. These performance obligations are to be provided over a period that generally ranges from one day to one year. 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 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 distribute custom content for an agreed-upon transaction price. The Company’s platforms control the contracting, description of services, acceptance, 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 post approved content through one or more social media platforms. License Fees Revenue License Fees Revenue is generated by granting limited, non-exclusive, non-transferable licenses to customers for the use of the IZEAx and BrandGraph technology platforms for an agreed-upon subscription period. Customers license the platforms to manage their 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 one |
Advertising Cost [Policy Text Block] | Advertising Costs Advertising costs include spending relating to our advertising and promotional activities in support of our products and services, are charged as incurred and are included in sales and marketing expense in the accompanying Consolidated Statement of Operations. Advertising costs for the three months ended June 30, 2022 and 2021 were approximately $505,401 and $512,000, respectively. Advertising costs for the six months ended June 30, 2022 and 2021 were approximately $991,500 and $954,000, respectively. |
Income Tax, Policy [Policy Text Block] | 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 has recorded a full valuation allowance on its deferred tax assets. 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 2018 through 2020. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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. As of June 30, 2022, the Company holds Level 1 and Level 2 financial assets; this is further discussed in Note 11 of Notes to the Consolidated Financial Statements. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended, and the 2011 B Equity Incentive Plan (together, the “2011 Equity Incentive Plans”) (see Note 8 of Notes to the Consolidated Financial Statements) 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 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. For issuances after June 30, 2019, the Company estimates the volatility of its common stock at the date of grant based on the volatility of its stock during the period. For issuances on or prior to June 30, 2019, the Company estimated the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that were publicly traded and 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, 2022 and 2021: Three Months Ended Six Months Ended 2011 Equity Incentive Plans Assumptions June 30, June 30, June 30, June 30, Expected term — 6 years 6 years 6 years Weighted average volatility —% 120.35% 120.48% 119.43% Weighted average risk-free interest rate —% 1.12% 1.70% 0.95% Expected dividends — — — — Weighted average expected forfeiture rate —% 10.23% 37.00% 13.89% 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 issued 125 stock options during the three months ended March 31, 2022 and did not issue any stock options during the three months ended June 30, 2022. The Company may issue shares of restricted stock or restricted stock units 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 of Notes to the Consolidated Financial Statements for additional information related to these shares. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 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 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, 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. 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 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: 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 no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 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. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated balance sheet as of June 30, 2022, the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022 and 2021, the consolidated statements of stockholders' equity for the three and six months ended June 30, 2022 and 2021, and the consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 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, 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, 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, 2021, included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022. |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Other (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment loss on digital assets | The Company determines the fair value of its digital assets, specifically Bitcoin and Ethereum, 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 difference between their carrying value and the price determined. Impairment losses on digital assets are recognized within general and administrative 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 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. |
Company and Summary of Signif_3
Company and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment [Table Text Block] | 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 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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, 2022 and 2021: Three Months Ended Six Months Ended 2011 Equity Incentive Plans Assumptions June 30, June 30, June 30, June 30, Expected term — 6 years 6 years 6 years Weighted average volatility —% 120.35% 120.48% 119.43% Weighted average risk-free interest rate —% 1.12% 1.70% 0.95% Expected dividends — — — — Weighted average expected forfeiture rate —% 10.23% 37.00% 13.89% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: June 30, 2022 December 31, 2021 Furniture and fixtures $ 8,674 $ 208,583 Office equipment 3,843 66,417 Computer equipment 402,616 541,330 Total 415,133 816,330 Less accumulated depreciation (323,066) (661,145) Property and equipment, net $ 92,067 $ 155,185 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The identifiable intangible assets, other than Goodwill, consists of the following assets: June 30, 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 72,536 — 213,263 — Indefinite Total $ 6,284,005 $ 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, 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 72,536 213,263 Total $ 6,284,005 $ 6,424,732 Less accumulated amortization (6,211,469) (6,211,469) Intangible assets, net $ 72,536 $ 213,263 |
Software Development Costs (Tab
Software Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The identifiable intangible assets, other than Goodwill, consists of the following assets: June 30, 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 72,536 — 213,263 — Indefinite Total $ 6,284,005 $ 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, 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 72,536 213,263 Total $ 6,284,005 $ 6,424,732 Less accumulated amortization (6,211,469) (6,211,469) Intangible assets, net $ 72,536 $ 213,263 |
Software Development [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Software development costs consists of the following: June 30, 2022 December 31, 2021 Software development costs $ 3,314,181 $ 3,036,810 Less accumulated amortization (2,229,004) (2,017,210) Software development costs, net $ 1,085,177 $ 1,019,600 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2022, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense Remainder of 2022 $ 204,861 2023 415,159 2024 233,238 2025 134,394 2026 58,231 2027 30,675 2028 $ 8,619 Total $ 1,085,177 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: June 30, 2022 December 31, 2021 Accrued payroll liabilities $ 2,143,049 $ 2,251,284 Accrued taxes 78,337 76,079 Current portion of finance obligation 34,292 33,388 Accrued other 165,784 142,131 Total accrued expenses $ 2,421,462 $ 2,502,882 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of June 30, 2022, the future contractual maturities of the Company’s debt obligations by year is set forth in the following schedule: Remainder of 2022 $ 65,360 Total $ 65,360 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Defined Contribution Plan Disclosures | Total expense for employer matching contributions during the three and six months ended June 30, 2022 and 2021 was recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cost of revenue $ 15,894 $ 11,321 $ 44,967 $ 21,469 Sales and marketing 29,749 22,935 73,481 50,601 General and administrative 28,855 24,610 73,617 49,458 Total contribution expense $ 74,498 $ 58,866 $ 192,065 $ 121,528 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table contains summarized information about restricted stock issued during the year ended December 31, 2021 and the three months ended June 30, 2022: Restricted Stock Common Shares Weighted Average Weighted Average 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 (55,646) 1.22 Forfeited — — Nonvested at June 30, 2022 53,837 $ 1.18 0.5 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table contains summarized information about restricted stock units during the year ended December 31, 2021 and the six months ended June 30, 2022: Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2020 970,349 $ 0.39 1.2 Granted 229,638 2.93 Vested (817,417) 0.83 Forfeited (7,126) 1.77 Nonvested at December 31, 2021 375,444 $ 0.96 1.8 Granted 493,005 1.24 Vested (102,893) 0.73 Forfeited (68,422) 1.51 Nonvested at June 30, 2022 697,134 $ 1.14 2.3 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of option activity under the 2011 Equity Incentive Plans during the periods ended December 31, 2021, and June 30, 2022, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average 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 (27,336) 4.77 Forfeited (47,955) 0.39 Outstanding at June 30, 2022 1,720,497 $ 2.77 6.0 Exercisable at June 30, 2022 1,223,516 $ 3.37 5.1 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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, 2022 and 2021: Three Months Ended Six Months Ended 2011 Equity Incentive Plans Assumptions June 30, June 30, June 30, June 30, Expected term — 6 years 6 years 6 years Weighted average volatility —% 120.35% 120.48% 119.43% Weighted average risk-free interest rate —% 1.12% 1.70% 0.95% Expected dividends — — — — Weighted average expected forfeiture rate —% 10.23% 37.00% 13.89% |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] | 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, 2022 and 2021 was recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Cost of revenue $ 10,544 $ 1,963 $ 17,649 $ 3,417 Sales and marketing 14,853 5,318 24,712 10,748 General and administrative 131,309 198,913 231,537 390,015 Total stock-based compensation $ 156,706 $ 206,194 $ 273,898 $ 404,180 |
Equity Incentive 2011 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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 months ended June 30, 2022, and 2021: 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 Weighted average expected forfeiture rate June 30, 2021 44,155 $ 2.61 6.0 years 119.43% 0.95% — $ 2.24 13.89% June 30, 2022 125 $ 1.15 6.0 years 120.48% 1.70% — $ 1.00 37.00% |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the periods ended December 31, 2021, and June 30, 2022, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average 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 (183,121) 0.93 Forfeited (16,066) 3.24 Nonvested at June 30, 2022 456,742 $ 1.26 2.1 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Diluted loss per common share is computed by dividing the net 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. Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Net loss $ (169,890) $ (158,405) $ (2,646,133) $ (2,051,342) Weighted average shares outstanding - basic and diluted 62,206,467 61,386,913 62,158,650 58,874,526 Basic and diluted net loss per common share $ — $ — $ (0.04) $ (0.03) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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, June 30, June 30, June 30, Stock options 1,732,005 1,732,929 1,758,376 1,735,898 Restricted stock units 628,219 526,733 541,722 590,471 Restricted stock 71,865 30,712 68,301 30,022 Total excluded shares 2,432,089 2,290,374 2,368,399 2,356,391 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table illustrates the Company’s revenue by product service type: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, Managed Services Revenue $ 12,176,616 $ 5,992,318 $ 20,549,072 $ 11,027,311 Marketplace Spend Fees 52,124 70,381 106,224 168,752 License Fees 335,928 344,843 710,369 727,884 Other Fees 12,343 8,909 101,682 20,670 SaaS Services Revenue 400,395 424,133 918,275 917,306 Total Revenue $ 12,577,011 $ 6,416,451 $ 21,467,347 $ 11,944,617 The following table provides the Company’s revenues as determined by the country of domicile: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, United States $ 12,384,786 $ 6,276,236 $ 21,254,424 $ 11,577,579 Canada 192,225 140,215 212,923 367,038 Total $ 12,577,011 $ 6,416,451 $ 21,467,347 $ 11,944,617 |
Contract with Customer, Asset and Liability [Table Text Block] | 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, December 31, 2021 Accounts receivable, net $ 7,578,983 $ 7,599,103 Contract liabilities (unearned revenue) $ 9,531,237 $ 11,338,095 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Investments [Abstract] | |
Investment Holdings, Schedule of Investments | The following table shows the Company’s cash, cash equivalents, and marketable securities by significant investment category as of June 30, 2022: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Non-Current Marketable Securities Cash $ 11,236,417 $ — $ — $ 11,236,417 $ 11,236,417 $ — $ — Level 1 (1) Money market funds 110,653 — — 110,653 110,653 — — US Treasury securities 3,003,666 16,808 2,986,858 — — 2,986,858 Commercial paper 21,435,540 (200) 5,190 21,430,550 — 21,430,550 — Subtotal 24,549,859 (200) 21,998 24,528,061 110,653 21,430,550 2,986,858 Level 2 (2) Non US government securities 894,106 6,436 887,670 — — 887,670 Corporate debt securities 21,509,498 179,988 21,329,510 — 2,750,206 18,579,304 Asset backed securities 12,348,406 (1,076) 60,336 12,289,146 — 8,888,938 3,400,208 Subtotal 34,752,010 (1,076) 246,760 34,506,326 — 11,639,144 22,867,182 Total $ 70,538,286 $ (1,276) $ 268,758 $ 70,270,804 $ 11,347,070 $ 33,069,694 $ 25,854,040 (1) Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. (2) Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
Marketable Securities | The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates: As of June 30, 2022 Due in 1 year or less $ 33,069,694 Due in 1 year through 5 years 25,854,040 Total $ 58,923,734 |
Unrealized Gain (Loss) on Investments | The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category: As of June 30, 2022 Fair Value Net Unrealized Gain (Loss) Cash and cash equivalents $ 11,347,070 $ — Government bonds 2,986,858 (16,808) Corporate debt securities 43,647,730 (191,414) Asset backed securities 12,289,146 (59,260) Total $ 70,270,804 $ (267,482) |
Company and Summary of Signif_4
Company and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 CAD ($) | Dec. 31, 2021 USD ($) |
Accounting Policies [Abstract] | |||
Cash, FDIC Insured Amount | $ 250,000 | ||
Cash, Uninsured Amount | $ 11,100,000 | $ 74,900,000 | |
Cash, CDIC Insured Amount | $ 100,000 |
Company and Summary of Signif_5
Company and Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||||
Accounts receivable, before allowance for credit loss | $ 7,567,833 | $ 7,567,833 | $ 7,577,177 | ||
Unbilled receivables | 11,150 | 11,150 | 21,926 | ||
Allowance for doubtful accounts receivable | $ 155,000 | $ 155,000 | $ 155,000 | ||
Bad Debt Expense, Percentage | 0.01% | 0.01% | 0.01% | 0.01% | |
Selling and Marketing Expense [Member] | |||||
Concentration Risk [Line Items] | |||||
Advertising costs | $ 505,401 | $ 512,000 | $ 991,500 | $ 954,000 | |
Accounts Receivable [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, customer | three | two | one | ||
Concentration risk, percentage | 36% | 25% |
Company and Summary of Signif_6
Company and Summary of Significant Accounting Policies - Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Minimum [Member] | Office Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Maximum [Member] | Office Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Company and Summary of Signif_7
Company and Summary of Significant Accounting Policies - Goodwill (Details) | 6 Months Ended |
Jun. 30, 2022 lease | |
Accounting Policies [Abstract] | |
Number of reporting units | 1 |
Company and Summary of Signif_8
Company and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Digital Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Asset impairment charges | $ 77,751 | $ 140,727 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 12 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 60 years |
Company and Summary of Signif_9
Company and Summary of Significant Accounting Policies - Software Development Costs (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Amortization period of software development costs (in years) | 5 years |
Company and Summary of Signi_10
Company and Summary of Significant Accounting Policies - Leases (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Lease term | 12 months |
Company and Summary of Signi_11
Company and Summary of Significant Accounting Policies - Revenue Recognition (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Contract assets and contract liabilities length of agreement with customers | 1 year |
Invoice payment terms | 30 days |
Company and Summary of Signi_12
Company and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Payment terms for required sponsored social posting | 45 days | |||
Selling and Marketing Expense [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Advertising costs | $ 505,401 | $ 512,000 | $ 991,500 | $ 954,000 |
Company and Summary of Signi_13
Company and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 125 | |||
Equity Incentive 2011 Plan [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | 6 years | |
Weighted average volatility (percentage) | 120.35% | 120.48% | 119.43% | |
Weighted average risk free interest rate (percentage) | 1.12% | 1.70% | 0.95% | |
Expected dividends | 0% | 0% | 0% | |
Weighted-average expected forfeiture rate (percentage) | 10.23% | 37% | 13.89% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | $ 415,133 | $ 415,133 | $ 816,330 | ||
Less accumulated depreciation | (323,066) | (323,066) | (661,145) | ||
Property and equipment, net | 92,067 | 92,067 | 155,185 | ||
Depreciation and amortization | 65,528 | $ 65,687 | |||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 8,674 | 8,674 | 208,583 | ||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 3,843 | 3,843 | 66,417 | ||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment gross | 402,616 | $ 402,616 | $ 541,330 | ||
Depreciation and Amortization Expense [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 32,596 | $ 33,201 | $ 65,687 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ (6,211,469) | $ (6,211,469) |
Intangible assets, net | 72,536 | 213,263 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 72,536 | 213,263 |
Intangible Assets, Gross (Excluding Goodwill) | 6,284,005 | 6,424,732 |
Content provider networks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 160,000 | 160,000 |
Less accumulated amortization | $ (160,000) | (160,000) |
Useful life (in years) | 2 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 87,000 | 87,000 |
Less accumulated amortization | $ (87,000) | (87,000) |
Useful life (in years) | 1 year | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 820,000 | 820,000 |
Less accumulated amortization | $ (820,000) | (820,000) |
Useful life (in years) | 5 years | |
Self-service content customers | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 2,810,000 | 2,810,000 |
Less accumulated amortization | $ (2,810,000) | (2,810,000) |
Useful life (in years) | 3 years | |
Managed content customers | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 2,140,000 | 2,140,000 |
Less accumulated amortization | $ (2,140,000) | (2,140,000) |
Useful life (in years) | 3 years | |
Domains | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 166,469 | 166,469 |
Less accumulated amortization | $ (166,469) | (166,469) |
Useful life (in years) | 5 years | |
Embedded non-compete provision | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 28,000 | 28,000 |
Less accumulated amortization | $ (28,000) | $ (28,000) |
Useful life (in years) | 2 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Other Acquired Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 6,284,005 | $ 6,424,732 |
Less accumulated amortization | (6,211,469) | (6,211,469) |
Intangible assets, net | 72,536 | 213,263 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 72,536 | 213,263 |
Ebyline Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 2,370,000 | 2,370,000 |
ZenContent Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 722,000 | 722,000 |
Domains | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 166,469 | 166,469 |
TapInfluence Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 2,953,000 | $ 2,953,000 |
Intangible Assets - (Detail Tex
Intangible Assets - (Detail Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 | $ 0 | $ 0 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 72,536 | 72,536 | $ 213,263 | ||
Digital Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset impairment charges | 77,751 | 140,727 | |||
Depreciation and Amortization Expense [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 0 | $ 216,667 | $ 0 | $ 433,334 |
Intangible Assets - Goodwill Ba
Intangible Assets - Goodwill Balance (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 4,016,722 |
Acquisitions, impairments or other changes during the year | 0 |
Goodwill, ending balance | $ 4,016,722 |
Software Development Costs - Sc
Software Development Costs - Schedule of Software Development Cost (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Research and Development [Abstract] | ||
Software development costs | $ 3,314,181 | $ 3,036,810 |
Less accumulated amortization | (2,229,004) | (2,017,210) |
Software development costs, net | $ 1,085,177 | $ 1,019,600 |
Software Development Costs - _2
Software Development Costs - Schedule of Future Estimated Amortization Expense (Details) - Software and Software Development Costs [Member] | Jun. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Software Amortization Expense, Remainder of 2022 | $ 204,861 |
Software Amortization Expense, 2023 | 415,159 |
Software Amortization Expense, 2024 | 233,238 |
Software Amortization Expense, 2025 | 134,394 |
Software Amortization Expense, 2026 | 58,231 |
Software Amortization Expense, 2027 | 30,675 |
Software Amortization Expense, 2028 | 8,619 |
Software Amortization Expense, Total | $ 1,085,177 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized computer software, additions | $ 277,369 | |
Capitalized computer software, gross | $ 3,314,181 | $ 3,036,810 |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 60 years | |
Maximum [Member] | Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 5 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses [Line Items] | ||
Accrued payroll liabilities | $ 2,143,049 | $ 2,251,284 |
Accrued taxes | 78,337 | 76,079 |
Accrued other | 165,784 | 142,131 |
Total accrued liabilities | 2,421,462 | 2,502,882 |
Accrued Liabilities | ||
Accrued Expenses [Line Items] | ||
Current portion of finance obligation | $ 34,292 | $ 33,388 |
Notes Payable - Canada Emergenc
Notes Payable - Canada Emergency Business Account (Details) - 6 months ended Jun. 30, 2022 - Canada Emergency Business Account Term Loan [Member] | USD ($) | CAD ($) | USD ($) |
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 40,000 | $ 31,068 | |
Debt Instrument, Periodic Payment, Principal | $ 0 | ||
Debt Instrument, Periodic Payment, Interest | 0 | ||
Debt Instrument, Decrease, Forgiveness | $ 10,000 | ||
Percentage of loan to be repaid for debt forgiveness | 75% |
Notes Payable - Finance Obligat
Notes Payable - Finance Obligation (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 65,360 | |
Finance Obligation | ||
Debt Instrument [Line Items] | ||
Short-term Debt | 34,292 | $ 33,388 |
Long-term Debt | $ 34,292 | $ 43,808 |
Number of finance obligation | 2 | |
Number of annual payments to vendors for computer equipment | 4 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.50% |
Notes Payable - Secured Credit
Notes Payable - Secured Credit Facility (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Line of credit facility, annual due diligence fee | $ 1,000 | $ 1,000 | ||
Line of Credit Facility, Collateral Fees, Amount | 20,000 | |||
Interest expense | $ 815 | 8,739 | $ 1,780 | 22,532 |
Interest Expense [Member] | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt instrument deferred financing fees | 7,000 | 1,750 | ||
Secured Line of Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 815 | $ 8,739 | $ 1,780 | $ 22,532 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities (Details) | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Long-term debt, future contractual maturities 2022 | $ 65,360 |
Long-term Debt | $ 65,360 |
Commitments and Contingencies -
Commitments and Contingencies - Retirement Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Commitments [Line Items] | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50% | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 8% | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 20% | |||
Defined Contribution Plan, Employers Matching Contribution, Years of Service | 2 years | |||
Defined Contribution Plan, Cost | $ 74,498 | $ 58,866 | $ 192,065 | $ 121,528 |
Cost of revenue [Member] | ||||
Other Commitments [Line Items] | ||||
Defined Contribution Plan, Cost | 15,894 | 11,321 | 44,967 | 21,469 |
Sales and marketing | ||||
Other Commitments [Line Items] | ||||
Defined Contribution Plan, Cost | 29,749 | 22,935 | 73,481 | 50,601 |
General and Administrative Expense [Member] | ||||
Other Commitments [Line Items] | ||||
Defined Contribution Plan, Cost | $ 28,855 | $ 24,610 | $ 73,617 | $ 49,458 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 11 months 1 day |
Stockholders' Equity - Sale of
Stockholders' Equity - Sale of Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 22, 2021 | Jun. 21, 2021 | Jan. 25, 2021 | Jun. 12, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from sale of securities | $ 0 | $ 46,544,688 | |||||
2011 B Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (shares) | 4,375 | ||||||
ATM Sales Agreement June 2021 Sale Agreement | |||||||
Share-Based Payment Arrangement [Abstract] | |||||||
Sale of stock, number of shares issued in transaction | 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 0 | ||||||
Common stock, capital shares reserved for future issuance (shares) | 100,000,000 | ||||||
At the Market (ATM) Offering [Member] | |||||||
Share-Based Payment Arrangement [Abstract] | |||||||
Sale of stock, number of shares issued in transaction | 2,484,393 | 11,186,084 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from sale of securities | $ 12,186,676 | $ 46,544,688 | |||||
Sale of stock, number of shares issued in transaction | 2,484,393 | 11,186,084 | |||||
Common stock, capital shares reserved for future issuance (shares) | 35,000,000 | 40,000,000 | |||||
Sale of Stock, Average Price Per Share | $ 4.91 | $ 4.16 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) - Incentive compensation for employees and consultants [Member] - The Amended and Restated May 2011 Plan [Member] | Jun. 30, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock, capital shares reserved for future issuance (shares) | 3,086,918 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock, capital shares reserved for future issuance (shares) | 7,500,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 directors shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) directors $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for payment of services | $ 31,259 | $ 37,544 | $ 62,482 | $ 72,240 | ||
Number of independent directors | directors | 6 | 5 | ||||
Common stock, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 30,324 | 105,930 | 30,324 | |||
Employees [Member] | Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock or unit expense | $ 5,355 | 13,007 | ||||
Non-Employees [Member] | Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock or unit expense | 125,000 | $ 147,329 | ||||
Director [Member] | Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock or unit expense | $ 31,259 | $ 37,544 | 62,482 | $ 72,240 | ||
Equity Incentive 2011 Plan [Member] | Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of common stock issued for future services | 63,666 | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 48,346 | $ 48,346 | ||||
Common stock, par value (per share) | $ / shares | $ 0.90 | $ 0.90 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-Vested Restricted Stock (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 11 months 1 day | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Restricted stock units, nonvested beginning of period | 3,553 | 3,553 | 13,666 | |
Restricted stock units, nonvested grants in period | 30,324 | 105,930 | 30,324 | |
Restricted stock units, nonvested vested in period | (55,646) | (40,437) | ||
Restricted stock units, nonvested forfeited in period | 0 | 0 | ||
Restricted stock units, nonvested ending of period | 53,837 | 3,553 | 13,666 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Restricted stock units, nonvested weighted average grant date fair value | $ 1.83 | $ 1.83 | $ 2.28 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 1.18 | 4.86 | ||
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 1.22 | 4.25 | ||
Restricted stock units, nonvested weighted average grant date fair value | $ 1.18 | $ 1.83 | $ 2.28 | |
Restricted stock units, nonvested weighted average remaining contractual terms | 6 months | 8 months 12 days | 1 year 4 months 24 days | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Restricted stock units, nonvested beginning of period | 375,444 | 375,444 | 970,349 | |
Restricted stock units, nonvested grants in period | 493,005 | 229,638 | ||
Restricted stock units, nonvested vested in period | (102,893) | (817,417) | ||
Restricted stock units, nonvested forfeited in period | (68,422) | (7,126) | ||
Restricted stock units, nonvested ending of period | 697,134 | 375,444 | 970,349 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Restricted stock units, nonvested weighted average grant date fair value | $ 0.96 | $ 0.96 | $ 0.39 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 1.24 | 2.93 | ||
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.73 | 0.83 | ||
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 1.51 | 1.77 | ||
Restricted stock units, nonvested weighted average grant date fair value | $ 1.14 | $ 0.96 | $ 0.39 | |
Restricted stock units, nonvested weighted average remaining contractual terms | 2 years 3 months 18 days | 1 year 9 months 18 days | 1 year 2 months 12 days |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for payment of services | $ 31,259 | $ 37,544 | $ 62,482 | $ 72,240 | ||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 11 months 1 day | |||||
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of common stock issued for future services | $ 706,042 | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 622,315 | $ 622,315 | ||||
Restricted stock units, nonvested weighted average remaining contractual terms | 2 years 3 months 18 days | 1 year 9 months 18 days | 1 year 2 months 12 days | |||
Common stock, par value (per share) | $ 0.90 | $ 0.90 | ||||
Weighted Average Vesting Period Estimated to be Recognized Over the Remaining Contractual Term | 2 years 2 months 12 days | |||||
Non Executive Employees [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for payment of services, net (shares) | 374,145 | |||||
Stock issued for payment of services | $ 436,442 | |||||
Non Executive Employees [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 36 months | |||||
Employees [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock or unit expense | $ 81,450 | $ 142,435 | $ 124,074 | $ 280,243 | ||
Executive Employees | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for payment of services, net (shares) | 118,860 | |||||
Stock issued for payment of services | $ 176,064 |
Stockholders' Equity - Restri_3
Stockholders' Equity - Restricted Stock Units Schedule (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Restricted stock units, nonvested weighted average remaining contractual terms | 1 year 11 months 1 day | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Restricted stock units, nonvested beginning of period | 375,444 | 970,349 | |
Restricted stock units, nonvested grants in period | 493,005 | 229,638 | |
Restricted stock units, nonvested vested in period | (102,893) | (817,417) | |
Restricted stock units, nonvested forfeited in period | (68,422) | (7,126) | |
Restricted stock units, nonvested ending of period | 697,134 | 375,444 | 970,349 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Restricted stock units, nonvested weighted average grant date fair value | $ 0.96 | $ 0.39 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 1.24 | 2.93 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 0.73 | 0.83 | |
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 1.51 | 1.77 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 1.14 | $ 0.96 | $ 0.39 |
Restricted stock units, nonvested weighted average remaining contractual terms | 2 years 3 months 18 days | 1 year 9 months 18 days | 1 year 2 months 12 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 | ||
Stock option plan expense | $ 139,959 | $ 108,398 | ||
Percentage of individual ownership of common stock (percentage) | 10% | |||
Common shares, exercised | 133,275 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 193,364 | |||
Proceeds from Stock Options Exercised | 10,528 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 28,335 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 406,405 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 11 months 1 day | |||
Equity Incentive 2011 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares outstanding | 1,720,497 | 1,795,663 | 1,712,806 | |
Common shares expected to vest | 1,223,516 | |||
Common shares expected to vest weighted average | $ 3.37 | |||
Common shares, exercised | 27,336 | 182,722 | ||
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | $ 117,983 | |||
Weighted average remaining years to vest (in years) | 2 years 1 month 6 days | 2 years 3 months 18 days | 2 years 6 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.77 | $ 2.79 | $ 2.56 | |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 1.26 | $ 1.22 | $ 0.56 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 456,742 | 655,804 | 715,486 | |
Total stock options granted | 125 | 44,155 | 296,569 | |
Weighted average grant date fair value, granted | $ 1 | $ 2.24 | $ 2.25 | |
Common shares, vested | (183,121) | (339,099) | ||
Weighted average grant date fair value, vested | $ 0.93 | $ 0.73 | ||
Common shares, forfeited | (16,066) | (17,152) | ||
Weighted average grant date fair value, forfeited | $ 3.24 | $ 1.38 | ||
May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair market value of incentive stock options | 100% | |||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 516,145 | |||
Proceeds from issuance or sale of equity | $ 42,864 | |||
Individual Stock Ownership in Excess of 10 Percent [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair market value of incentive stock options | 110% | |||
Total vesting period [Member] | Share-based Payment Arrangement, Option [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 10 years | |||
Twelve Months After Grant Date [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of individual ownership of common stock (percentage) | 25% | |||
Stock option vesting period from grant date (in years) | 1 year | |||
Monthly in equal installments [Member] | Share-based Payment Arrangement, Option [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 3 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Options Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Common shares, exercised | (133,275) | |||
Equity Incentive 2011 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Common shares, outstanding beginning of period | 1,795,663 | 1,712,806 | 1,712,806 | |
Total stock options granted | 125 | 44,155 | 296,569 | |
Common shares, exercised | (27,336) | (182,722) | ||
Common shares, forfeited | (47,955) | (30,990) | ||
Common shares, outstanding end of period | 1,720,497 | 1,795,663 | 1,712,806 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Weighted average exercise price, beginning of period | $ 2.79 | $ 2.56 | $ 2.56 | |
Weighted average exercise price, granted | 1.15 | $ 2.61 | 2.60 | |
Weighted average exercise price, exercised | 4.77 | 3.26 | ||
Weighted average exercise price, forfeited | 0.39 | 0.32 | ||
Weighted average exercise price, end of period | $ 2.77 | $ 2.79 | $ 2.56 | |
Weighted average remaining life (years), outstanding | 6 years | 6 years 4 months 24 days | 6 years 10 months 24 days | |
Common shares expected to vest | 1,223,516 | |||
Common shares expected to vest weighted average | $ 3.37 | |||
Weighted average remaining useful life exercisable | 5 years 1 month 6 days |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Nonvested Stock Option (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||
Common shares, nonvested beginning of period | 655,804 | 715,486 | 715,486 | |
Common shares, granted | 125 | 44,155 | 296,569 | |
Common shares, vested | (183,121) | (339,099) | ||
Common shares, forfeited | (16,066) | (17,152) | ||
Common shares, nonvested end of period | 456,742 | 655,804 | 715,486 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Weighted average grant date fair value, nonvested beginning of period | $ 1.22 | $ 0.56 | $ 0.56 | |
Weighted average grant date fair value, granted | 1 | $ 2.24 | 2.25 | |
Weighted average grant date fair value, vested | 0.93 | 0.73 | ||
Weighted average grant date fair value, forfeited | 3.24 | 1.38 | ||
Weighted average grant date fair value, nonvested end of period | $ 1.26 | $ 1.22 | $ 0.56 | |
Weighted average remaining years to vest (in years) | 2 years 1 month 6 days | 2 years 3 months 18 days | 2 years 6 months |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Stock Option Assumptions (Details) - Equity Incentive 2011 Plan [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock options granted | 125 | 44,155 | 296,569 | |
Weighted average exercise price, granted | $ 1.15 | $ 2.61 | $ 2.60 | |
Expected term (in years) | 6 years | 6 years | 6 years | |
Weighted average volatility (percentage) | 120.35% | 120.48% | 119.43% | |
Weighted average risk free interest rate (percentage) | 1.12% | 1.70% | 0.95% | |
Weighted average grant date fair value, granted | $ 1 | $ 2.24 | $ 2.25 | |
Weighted-average expected forfeiture rate (percentage) | 10.23% | 37% | 13.89% | |
Expected dividends | 0% | 0% | 0% |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) hours shares | Jun. 30, 2021 USD ($) | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ | $ 156,706 | $ 206,194 | $ 273,898 | $ 404,180 |
2014 Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | shares | 500,000 | 500,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period (in days) | 90 days | |||
Minimum hour requirement for employees participation in the ESSP (hours) | hours | 20 | |||
Employee stock ownership plan (ESOP), successive offering period | 6 months | |||
Annual compensation limit percentage, employee stock purchase plan (percentage) | 10% | |||
Annual compensation limit, employee stock purchase plan (dollars) | $ | $ 21,250 | |||
Shares issuance limit per offering period, employee stock purchase plan | shares | 2,000 | |||
Fair market value of shares available for issuance (percentage) | 85% | |||
Remaining Common Stock, Capital Shares Reserved for Future Issuance | shares | 376,760 | 376,760 | ||
2014 Employee Stock Purchase Plan [Member] | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ | $ 4,511 | $ 2,532 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Stock-Based Compensation (Details) - Stock options - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 156,706 | $ 206,194 | $ 273,898 | $ 404,180 |
Cost of revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 10,544 | 1,963 | 17,649 | 3,417 |
Selling and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | 14,853 | 5,318 | 24,712 | 10,748 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustments to additional paid in capital, share-based compensation, requisite service period recognition (in dollars) | $ 131,309 | $ 198,913 | $ 231,537 | $ 390,015 |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Dilutive Shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net Loss | $ (169,890) | $ (158,405) | $ (2,646,133) | $ (2,051,342) |
Weighted average shares outstanding - basic and diluted | 62,206,467 | 61,386,913 | 62,158,650 | 58,874,526 |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ (0.04) | $ (0.03) |
Loss Per Common Share - Sched_2
Loss Per Common Share - Schedule of Anti-Dilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,432,089 | 2,290,374 | 2,368,399 | 2,356,391 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,732,005 | 1,732,929 | 1,758,376 | 1,735,898 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 628,219 | 526,733 | 541,722 | 590,471 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 71,865 | 30,712 | 68,301 | 30,022 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 12,577,011 | $ 6,416,451 | $ 21,467,347 | $ 11,944,617 |
Managed Services Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 12,176,616 | 5,992,318 | 20,549,072 | 11,027,311 |
Marketplace Spend Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 52,124 | 70,381 | 106,224 | 168,752 |
License Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 335,928 | 344,843 | 710,369 | 727,884 |
Other Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 12,343 | 8,909 | 101,682 | 20,670 |
SaaS Services Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 400,395 | 424,133 | 918,275 | 917,306 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 12,384,786 | 6,276,236 | 21,254,424 | 11,577,579 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 192,225 | $ 140,215 | $ 212,923 | $ 367,038 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 7,578,983 | $ 7,599,103 |
Contract liabilities (unearned revenue) | $ 9,531,237 | $ 11,338,095 |
Contract length for sales commissions payment | 1 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Apr. 18, 2022 | Dec. 31, 2021 | ||
Schedule of Investments [Line Items] | |||||
Fair Value | $ 70,538,286 | $ 70,538,286 | |||
Unrealized Gains on Investments | (1,276) | ||||
Unrealized Loss on Investment | 268,758 | ||||
Investment Owned, at Fair Value | 70,270,804 | 70,270,804 | |||
Cash and cash equivalents | 11,347,070 | 11,347,070 | $ 75,433,295 | ||
Marketable Securities, Current | 33,069,694 | 33,069,694 | |||
Marketable Securities, Noncurrent | 25,854,040 | 25,854,040 | |||
Initial Deposit in Investment Securities | $ 60,000,000 | ||||
Other Operating Income (Expense) | |||||
Schedule of Investments [Abstract] | |||||
Marketable Securities, Gain (Loss) | 1,234 | ||||
Schedule of Investments [Line Items] | |||||
Marketable Securities, Gain (Loss) | 1,234 | ||||
Cash and cash equivalents | |||||
Schedule of Investments [Line Items] | |||||
Investment Owned, at Fair Value | 11,347,070 | 11,347,070 | |||
Government bonds | |||||
Schedule of Investments [Line Items] | |||||
Investment Owned, at Fair Value | 2,986,858 | 2,986,858 | |||
Asset backed securities | |||||
Schedule of Investments [Line Items] | |||||
Investment Owned, at Fair Value | 12,289,146 | 12,289,146 | |||
Cash | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | 11,236,417 | 11,236,417 | |||
Investment Owned, at Fair Value | 11,236,417 | 11,236,417 | |||
Cash and cash equivalents | 11,236,417 | 11,236,417 | |||
Fair Value, Inputs, Level 1 | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | 24,549,859 | 24,549,859 | |||
Unrealized Gains on Investments | (200) | ||||
Unrealized Loss on Investment | 21,998 | ||||
Investment Owned, at Fair Value | 24,528,061 | 24,528,061 | |||
Cash and cash equivalents | 110,653 | 110,653 | |||
Marketable Securities, Current | 21,430,550 | 21,430,550 | |||
Marketable Securities, Noncurrent | [1] | 2,986,858 | 2,986,858 | ||
Fair Value, Inputs, Level 1 | Money Market Funds | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | [2] | 110,653 | 110,653 | ||
Investment Owned, at Fair Value | [2] | 110,653 | 110,653 | ||
Cash and cash equivalents | [2] | 110,653 | 110,653 | ||
Fair Value, Inputs, Level 1 | Government bonds | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | [2] | 3,003,666 | 3,003,666 | ||
Unrealized Loss on Investment | 16,808 | ||||
Investment Owned, at Fair Value | [2] | 2,986,858 | 2,986,858 | ||
Marketable Securities, Noncurrent | 2,986,858 | 2,986,858 | |||
Fair Value, Inputs, Level 1 | Commercial Paper | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | 21,435,540 | 21,435,540 | |||
Unrealized Gains on Investments | (200) | ||||
Unrealized Loss on Investment | 5,190 | ||||
Investment Owned, at Fair Value | 21,430,550 | 21,430,550 | |||
Cash and cash equivalents | 0 | 0 | |||
Marketable Securities, Current | 21,430,550 | 21,430,550 | |||
Fair Value, Inputs, Level 2 | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | [1] | 34,752,010 | 34,752,010 | ||
Unrealized Gains on Investments | [1] | (1,076) | |||
Unrealized Loss on Investment | [1] | 246,760 | |||
Investment Owned, at Fair Value | [1] | 34,506,326 | 34,506,326 | ||
Cash and cash equivalents | [1] | 0 | 0 | ||
Marketable Securities, Current | [1] | 11,639,144 | 11,639,144 | ||
Marketable Securities, Noncurrent | [1] | 22,867,182 | 22,867,182 | ||
Fair Value, Inputs, Level 2 | Sovereign Debt Securities | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | [1] | 894,106 | 894,106 | ||
Unrealized Loss on Investment | [1] | 6,436 | |||
Investment Owned, at Fair Value | [1] | 887,670 | 887,670 | ||
Marketable Securities, Noncurrent | 887,670 | 887,670 | |||
Fair Value, Inputs, Level 2 | Corporate debt securities | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | [1] | 21,509,498 | 21,509,498 | ||
Unrealized Loss on Investment | [1] | 179,988 | |||
Investment Owned, at Fair Value | [1] | 21,329,510 | 21,329,510 | ||
Marketable Securities, Current | [1] | 2,750,206 | 2,750,206 | ||
Marketable Securities, Noncurrent | [1] | 18,579,304 | 18,579,304 | ||
Fair Value, Inputs, Level 2 | Asset backed securities | |||||
Schedule of Investments [Line Items] | |||||
Fair Value | [1] | 12,348,406 | 12,348,406 | ||
Unrealized Gains on Investments | [1] | (1,076) | |||
Unrealized Loss on Investment | [1] | 60,336 | |||
Investment Owned, at Fair Value | [1] | 12,289,146 | 12,289,146 | ||
Marketable Securities, Noncurrent | [1] | $ 3,400,208 | $ 3,400,208 | ||
[1]Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.[2]Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities. |
Financial Instruments- Marketab
Financial Instruments- Marketable Securities (Details) | Jun. 30, 2022 USD ($) |
Schedule of Investments [Line Items] | |
Marketable Securities, Current | $ 33,069,694 |
Marketable Securities, Noncurrent | 25,854,040 |
Marketable Debt Securities | |
Schedule of Investments [Line Items] | |
Marketable Securities, Current | 33,069,694 |
Marketable Securities, Noncurrent | 25,854,040 |
Marketable Securities | $ 58,923,734 |
Financial Instruments - Investm
Financial Instruments - Investment Category (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of Investments [Line Items] | |
Fair Value | $ 70,538,286 |
Net Unrealized Gain (Loss) | (267,482) |
Investment Owned, at Fair Value | 70,270,804 |
Cash and cash equivalents | |
Schedule of Investments [Line Items] | |
Net Unrealized Gain (Loss) | 0 |
Investment Owned, at Fair Value | 11,347,070 |
Government bonds | |
Schedule of Investments [Line Items] | |
Net Unrealized Gain (Loss) | (16,808) |
Investment Owned, at Fair Value | 2,986,858 |
Debt Securities | |
Schedule of Investments [Line Items] | |
Net Unrealized Gain (Loss) | (191,414) |
Investment Owned, at Fair Value | 43,647,730 |
Asset backed securities | |
Schedule of Investments [Line Items] | |
Net Unrealized Gain (Loss) | (59,260) |
Investment Owned, at Fair Value | $ 12,289,146 |