Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 36,097,930 | ||
Entity Common Stock, Shares Outstanding | 16,630,271 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001495231 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Charlotte, North Carolina |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 37,446,728 | $ 24,600,960 |
Accounts receivable, net | 5,012,373 | 5,664,727 |
Prepaid expenses | 739,988 | 3,927,453 |
Short term investments | 17,126,057 | 16,106,758 |
Other current assets | 26,257 | 66,441 |
Total current assets | 60,351,403 | 50,366,339 |
Property and equipment, net of accumulated depreciation | 205,377 | 156,774 |
Goodwill | 5,280,372 | 4,016,722 |
Net Book Value | 1,749,441 | 0 |
Digital assets | 162,905 | 64,953 |
Software development costs, net | 2,056,972 | 1,774,033 |
Long term investments | 9,618,996 | 29,296,069 |
Total assets | 79,425,466 | 85,674,890 |
Current liabilities: | ||
Accounts payable | 1,504,348 | 1,968,322 |
Accrued expenses | 3,083,460 | 2,130,702 |
Contract liabilities | 8,891,205 | 11,247,746 |
Contingent Liability | 114,400 | 0 |
Total current liabilities | 13,593,413 | 15,346,770 |
Finance obligation, less current portion | 63,419 | 62,173 |
Deferred purchase price, less current portion | 60,600 | 0 |
Deferred tax liability | 394,646 | 0 |
Total liabilities | 14,112,078 | 15,408,943 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock; $0.0001 par value; 2,500,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock; $0.0001 par value; 50,000,000 shares authorized; shares issued: 16,602,155 and 15,603,594, respectively, shares outstanding: 16,236,300 and 15,603,594, respectively. | 1,660 | 1,560 |
Treasury stock at cost: 365,855 and 0 shares at December 31, 2023 and December 31, 2022, respectively | (1,019,997) | 0 |
Additional paid-in capital | 152,027,110 | 149,148,248 |
Accumulated deficit | (85,444,794) | (78,103,066) |
Accumulated other comprehensive income (loss) | (250,591) | (780,795) |
Total stockholders’ equity | 65,313,388 | 70,265,947 |
Liabilities and Equity | $ 79,425,466 | $ 85,674,890 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 2,500,000 | 2,500,000 |
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) | 50,000,000 | 50,000,000 |
Common stock, shares, issued (shares) | 16,602,155 | 15,603,594 |
Common stock, shares outstanding (shares) | 16,236,300 | 15,603,594 |
Treasury stock (shares) | 365,855 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 36,214,598 | $ 41,095,937 |
Costs and expenses: | ||
Cost of revenue | 21,621,445 | 24,737,699 |
Sales and marketing | 10,547,322 | 9,523,894 |
General and administrative | 13,214,978 | 11,637,044 |
Depreciation and amortization | 713,135 | 828,161 |
Total costs and expenses | 46,096,880 | 46,726,798 |
Loss from operations | (9,882,282) | (5,630,861) |
Other income (expense): | ||
Interest expense | (8,226) | (799) |
Deferred Income Tax Expense (Benefit) | 6,104 | 0 |
Other income (expense), net | 2,535,044 | 1,162,162 |
Other income (expense), net | 2,532,922 | 1,161,363 |
Net loss | $ (7,349,360) | $ (4,469,498) |
Weighted average common shares outstanding - basic (in shares) | 16,368,216 | 15,549,845 |
Weighted average common shares outstanding - diluted (in shares) | 16,368,216 | 15,549,845 |
Diluted loss per common share (in dollars per share) | $ (0.45) | $ (0.29) |
Basic loss per common share (in dollars per share) | $ (0.45) | $ (0.29) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (7,349,360) | $ (4,469,498) |
Unrealized (gain) loss on securities held | (530,204) | 780,795 |
Total other comprehensive income (loss) | (530,204) | 780,795 |
Total comprehensive income (loss) | $ (6,819,156) | $ (5,250,293) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance (shares) at Dec. 31, 2022 | 15,603,594 | 15,603,594 | ||||
Balance at Dec. 31, 2022 | $ 70,265,947 | $ 1,560 | $ 149,148,248 | $ 0 | $ (78,103,066) | $ (780,795) |
Balance (Accounting Standards Update 2023-08) at Dec. 31, 2022 | 7,632 | 7,632 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock purchase plan & option exercise issuances (in shares) | 23,879 | |||||
Stock purchase plan & option exercise issuances | 32,543 | $ 3 | 32,540 | |||
Stock issued for payment of services, net (shares) | 26,483 | |||||
Stock issued for payment of services | 125,000 | $ 3 | 124,997 | |||
Stock-based compensation (shares) | 64,004 | |||||
Stock-based compensation | 610,773 | $ 6 | 610,767 | |||
Share withheld to cover statutory taxes (shares) | (22,104) | |||||
Shares withheld to cover statutory taxes | (77,211) | $ (2) | (77,209) | |||
Total other comprehensive income (loss) | (780,795) | (780,795) | ||||
Net loss | (4,469,498) | (4,469,498) | ||||
Balance (shares) at Dec. 31, 2021 | 15,511,332 | |||||
Balance at Dec. 31, 2021 | $ 74,825,135 | $ 1,550 | 148,457,153 | (73,633,568) | 0 | |
Balance (shares) at Dec. 31, 2023 | 16,236,300 | 16,602,155 | ||||
Balance at Dec. 31, 2023 | $ 65,313,388 | $ 1,660 | 152,027,110 | (1,019,997) | (85,444,794) | (250,591) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock purchase plan & option exercise issuances (in shares) | 10,376 | |||||
Stock purchase plan & option exercise issuances | 17,885 | $ 1 | 17,884 | |||
Stock issued for payment of services, net (shares) | 131,520 | |||||
Stock issued for payment of services | 300,015 | $ 13 | 300,002 | |||
Stock-based compensation (shares) | 163,085 | |||||
Stock-based compensation | 950,769 | $ 17 | 950,752 | |||
Share withheld to cover statutory taxes (shares) | (56,419) | |||||
Shares withheld to cover statutory taxes | (136,242) | $ (6) | (136,236) | |||
Reverse stock split fractional share adjustment (shares) | 23,789 | |||||
Reverse stock split fractional share adjustment | 0 | $ 2 | (2) | |||
Stock issued for payment of acquisition liability (shares) | 726,210 | |||||
Issuance of Common Shares - Hoozu Acquisition | 1,746,535 | $ 73 | 1,746,462 | |||
Treasury stock | (1,019,997) | (1,019,997) | ||||
Total other comprehensive income (loss) | 530,204 | 530,204 | ||||
Net loss | $ (7,349,360) | (7,349,360) | ||||
Balance (shares) at Dec. 31, 2022 | 15,603,594 | 15,603,594 | ||||
Balance at Dec. 31, 2022 | $ 70,265,947 | $ 1,560 | $ 149,148,248 | $ 0 | $ (78,103,066) | $ (780,795) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (7,349,360) | $ (4,469,498) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Impairment of digital assets | 0 | 148,310 |
Adjustment to fair market value of digital assets | (90,320) | 0 |
Depreciation | 99,408 | 109,599 |
Amortization | 613,727 | 718,562 |
Deferred Income Tax Expense (Benefit) | (6,104) | 0 |
Stock-based compensation | 950,769 | 610,772 |
Issuance of Stock and Warrants for Services or Claims | 300,015 | 125,000 |
(Gain)/Loss on disposal of equipment | (4,505) | (7,674) |
Bad debt | 50,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,021,690 | 1,934,376 |
Prepaid expenses and other current assets | 3,243,398 | (1,635,990) |
Accounts payable | (532,382) | (118,570) |
Accrued expenses | 244,730 | (381,650) |
Contract liabilities | (3,373,383) | (90,349) |
Net cash used for operating activities | (4,832,317) | (3,057,112) |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 640,781 | 0 |
Purchase of short term investments | (285,236,952) | (159,046,221) |
Proceeds from the sale of short term investments | 284,747,857 | 142,807,176 |
Purchase of long term investments | 0 | (41,069,876) |
Proceeds from the sale of long term investments | 19,677,073 | 11,125,299 |
Purchase of property and equipment, net | (131,722) | (79,006) |
Proceeds from sale of property and equipment | 0 | 36,716 |
Payments to Acquire Productive Assets | (880,598) | (1,472,995) |
Net cash provided by/(used for) investing activities | 18,816,439 | (47,698,907) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options & ESPP issuances | 17,885 | 32,543 |
Payments on notes payable and capital leases | 0 | (31,648) |
Purchase of treasury stock | (1,019,997) | 0 |
Payments on shares withheld for statutory taxes | (136,242) | (77,211) |
Net cash used in financing activities | (1,138,354) | (76,316) |
Net increase (decrease) in cash and cash equivalents | 12,845,768 | (50,832,335) |
Cash and cash equivalents, beginning of period | 24,600,960 | 75,433,295 |
Cash and cash equivalents, end of period | 37,446,728 | 24,600,960 |
Supplemental cash flow information: | ||
Interest paid | 8,852 | 0 |
Contingent consideration | 175,000 | 0 |
Non-cash financing and investing activities: | ||
Equipment acquired with financing arrangement | 80,843 | 61,224 |
Fair Value of common stock issued for services | 300,015 | 125,000 |
Common stock issued for payment of acquisition | $ 1,746,535 | $ 0 |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Company and Summary of Significant Accounting Policies | COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “IZEA” or the “Company”) is a Nevada corporation that was founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In January 2015, IZEA purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”). In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary, incorporated in Ontario, Canada, to operate as a sales and support office for IZEA’s Canadian customers. In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”) and in July 2018, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”). ZenContent, Ebyline, and TapInfluence were merged into IZEA and the legal entities were dissolved in December 2017, December 2019, and December 2020, respectively. IZEA purchased all of the outstanding shares of capital stock of Hoozu Holdings, LTD in December 2023. The Company helps power the creator economy, by enabling individuals the opportunity to monetize their content, creativity and influence through global brands and 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. The Company also provides value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. While the majority of the marketers engage the Company to perform these services (the “Managed Services”) on their behalf, they may also access IZEA’s marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing the Company’s technology. Principles of Consolidation The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries, subsequent to the subsidiaries’ individual acquisition, merger, or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Deposits made to Company bank accounts are insured by the FDIC up to a maximum amount of $250,000. The CDIC insures deposits made to the Company’s bank accounts in Canada up to CAD 100,000. The Australian Financial Claims Scheme insures deposits made to the Company’s accounts in Australia up to AUD $250,000. Deposit balances exceeding this limit were approximately $36.7 million and $24.4 million as of December 31, 2023 and 2022, respectively. Accounts Receivable and Concentration of Credit Risk The Company’s accounts receivable balance consists of trade receivables, contract assets, and a reserve for doubtful accounts. Trade receivables are customer obligations due under normal trade terms. Contract assets represent amounts owed for work that has been performed but not yet billed. The Company had net trade receivables of $5.0 million that included $4.9 million of accounts receivable and contract assets of $83,697 on December 31, 2023. The Company had net trade receivables of $5.7 million that included $5.7 million of accounts receivable and contract assets of $39,095 at December 31, 2022. 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 deemed 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. We assess collectibility risk both generally and by specific aged invoices. Our loss history informs a general reserve percentage, which we apply to all invoices less than 90 days from the invoice due date, currently 1.1% of the outstanding balance. The general reserve, which we update periodically, recognizes that some invoices will likely become a collection risk. When an invoice ages 90 days past its due date, we consider each invoice to determine a reserve for collectability based on our prior history and recent communications with the customer, to determine a reserve amount. Generally, our reserve will approach 100% of the invoice amount. The Company had a reserve for doubtful accounts of $205,000 as of December 31, 2023, and $155,000 as of December 31, 2022. 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. The Company recognized $50,000 of bad debt expense in the twelve months ended December 31, 2023 to increase its reserve for doubtful accounts and did not recognize any bad debt expense for the twelve months ended December 31, 2022. Concentrations of credit risk with respect to accounts receivable have been typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. The Company had one customer that accounted for 20% of total accounts receivable at December 31, 2023 and three customers that accounted for 64% of total accounts receivable at December 31, 2022. The Company had one customer that accounted for 23% of its revenue during the twelve months ended December 31, 2023 and one customer that accounted for 29% of its revenue during the twelve months ended December 31, 2022. 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, TapInfluence, and Hoozu. 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. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Prior to the acquisition of Hoozu on December 1, 2023, IZEA had one business operating segment with one reporting unit for purposes of goodwill impairment testing. Hoozu will be treated as a second, separate reporting unit for goodwill impairment testing. The Company performs its annual impairment tests of goodwill as of October 1 each year, or more frequently if certain indicators are present. As described in Note 5, the assessments performed in 2022 and 2023 concluded that our reporting unit’s fair value exceeds their carrying value, including goodwill. The Company concluded in each year that no impairment existed. Intangible Assets The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent, TapInfluence, and Hoozu. The Company amortizes identifiable intangible assets over periods of 12 to 60 months. See Note 5 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 changes in the fair market value. The Company recognized an impairment of $148,310 on digital assets held as indefinite-lived intangible assets in the twelve months ended December 31, 2022. This was recognized in accordance with the then current guidance for intangible assets. The Company did not impair the value of digital assets in the twelve months ended December 31, 2023 as the fair market value stayed above the carrying value. In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) . ASU 2023-08 requires fair value measurement of certain crypto assets each reporting period with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The Company has opted to adopt this guidance early. A cumulative effect adjustment to retained earnings was recognized as of January 1, 2023 for $7,632. This adjustment brings the carrying value in line with the fair market value as of December 31, 2022. Adjustments have been recognized for all quarterly reporting periods for 2023 as of December 31, 2203 to restate the carrying value at the end of each period for the Company’s digital assets, as described in Note 5. 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, 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 intangible assets in the twelve months ended December 31, 2023 and 2022. 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 benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. The Company also capitalizes certain costs associated with cloud computing arrangements (“CCAs”). 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 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 carrying value over the fair value in its consolidated statements of operations. See Note 6 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 that have 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 platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access our 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 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 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. The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material. 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 articles, 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. The majority of 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’s performance obligation in certain contracts with customers may be a stand-ready promise to provide influencer marketing services for an unknown or unspecified quantity of deliverables for a specified term. Under a stand-ready obligation, the Company’s performance obligation is satisfied over time throughout the contract term, and therefore, revenue is recognized straight-line over the life of the contract. The Company may provide one type or a combination of all types of these influencer marketing services 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 obligation 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 at a point in time 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 platforms to provide and/or distribute custom content for an agreed-upon transaction price. The Company’s platforms control the contracting, description of services, acceptance of, and payment for the requested content. This service is used primarily by news agencies or marketers to control the outsourcing of their content and advertising needs. The Company charges the self-service customer the transaction price plus a fee based on the contract. Revenue is recognized when the transaction is completed by the creator and accepted by the marketer or verified as posted by the system. Based on the Company’s evaluations, this revenue is reported on a net basis since the Company is acting as an agent through its platform for the third-party creator to provide the services or content directly to the self-service customer or to post approved content through one or more social media platforms. License Fees Revenue License Fees Revenue is generated by granting customers limited, non-exclusive, non-transferable access to the Company’s technology platforms for an agreed-upon subscription period. Customers access 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. Advertising Costs Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the twelve months ended December 31, 2023, and 2022 were approximately $2.6 million and $2.0 million, respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. Income Taxes Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise tax in four states, which is included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination based on the statute of limitations by the IRS is generally three years; however, the IRS may examine records and other evidence from the year the net operating loss was generated when the Company utilizes net operating loss carryforwards in future periods. The Company’s tax years subject to examination by the Canadian Revenue Agency and the Australian Taxation Office is generally four years 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 December 31, 2023, the Company holds Level 1 and Level 2 financial assets; this is discussed further in Note 3 - Financial Instruments 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, (the “2011 Equity Incentive Plan”) (see Note 10) and the Inducement Plan 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. 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 estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods. The Company may issue shares of restricted stock or restricted stock units (“RSUs”) 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 10 for additional information related to these shares. On November 30, 2023, the IZEA Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions, including the Hoozu acquisition. Under the Inducement Plan, IZEA may grant, subject to certain requirements, RSUs, including performance-based and time-based RSUs, up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. See Note 10 for additional information related to shares issued under both plans. Business Combinations and Asset Acquisitions The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) Topic 805, “Business Combinations.” The acquisition method of accounting is applied to all business combinations, whereby the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree are recognized and measured at their fair values as of the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired and liabilities assumed in a business combination. Goodwill is allocated to reporting units, which are expected to benefit from the synergies of the combination, and is subject to annual impairment testing. Acquisition-related costs, including advisory, legal, and due diligence fees, are expensed as incurred and are included in general and administrative expenses in the period in which the acquisition occurs. The financial statements include the results of operations and financial position of businesses acquired from their respective acquisition dates. Any adjustments to the preliminary fair values of assets acquired and liabilities assumed, known as measurement period adjustments, are recorded to the period of the adjustment. 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 December 31, 2022, the Company does not have any contracts that reference LIBOR rates and this guidance has not had a material impact on its financial statements. Credit Losses : In June 2016, the FASB issued ASU No. 2016-13, Fin |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS Hoozu Holdings, LTD. On December 1, 2023, the Company completed the announced acquisition of Hoozu Holdings, LTD. (“Hoozu”) from Hoozu investors. Hoozu is a leading Australian influencer marketing company headquartered in Sydney. The company serves a roster of the region’s most innovative brands, including Bunnings, Emma Sleep, Super Cheap Auto, and Ryobi. In addition to its core services, Hoozu’s talent management division, called Huume, represents creators in the Australian market. The net purchase price was approximately $2.5 million, including cash consideration of $0.6 million and 726,210 shares of common stock, valued at approximately $1.7 million at the acquisition date, based on the closing market share price on the acquisition date. Approximately $150,000 of transaction-related costs are separately recorded in general and administrative costs in the accompanying consolidated statement of operations for the year ended December 31, 2023. The Company accounted for the acquisition in accordance with ASC 805,which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. Estimated Gross Purchase Consideration Estimated Initial Present and Fair Value Estimated Remaining Present and Fair Value 12/1/2023 12/1/2023 12/31/2023 Cash paid at closing $ 595,411 $ 595,411 — Stock issued at closing 1,746,535 1,746,535 — First deferred purchase price installment (1) 114,400 — 114,400 Second deferred purchase price installment (1) 60,600 — 60,600 Total estimated consideration $ 2,516,946 $ 2,341,946 $ 175,000 (1) The Company’s acquisition of Hoozu Holdings LTD. on December 1, 2023, included four equal contingent cash consideration payments totaling $396,940, with measurement periods ending December 31, 2024, and 2025. The contingent payments are based on meeting minimum Revenue and Adjusted Earnings before Taxes and Depreciation for each measurement period. The contingent payments are hit-or-miss, with the first measurement period payments carrying a make-up provision during the second measurement period. The Company determined the fair value of these contingent payments, using Monte Carlo simulation methods, to be $175,000, subject to periodic adjustment until both measurement periods are completed. The table below presents the provisional fair values at December 1, 2023 allocated to the assets acquired and liabilities assumed. The purchase accounting and purchase price allocation for Hoozu are substantially complete. However, the Company continues refining the preliminary valuation of certain acquired assets and liabilities, including income tax-related amounts, which could impact the residual goodwill recorded. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition. Final determination of the fair values may result in further adjustments to the values presented in the following table: Estimated Approximate Fair Value Accounts receivable $ 419,336 Prepaid expenses 15,750 Property and equipment, net 9,033 Intangible assets Tradename 668,000 Customer list 935,000 Goodwill 1,265,155 Deferred tax liability (400,750) Accounts payable (718,515) Current liabilities (930,655) Purchase consideration, excluding cash received $ 1,262,354 Plus: cash received 1,254,592 Total purchase considerations $ 2,516,946 Accounts receivable shown in the table above represent their gross amount, which approximates the fair value, and are expected to be collected in full. The significant fair value estimates included in the provisional allocation of purchase price are discussed below. Other Intangible Assets Other intangible assets with definite lives include acquired customer relationships of $0.9 million and tradename of $0.7 million. The preliminary customer-related intangible assets’ fair value was determined by using the income approach, while the tradename fair value was determined utilizing the relief from the royalty method. Acquired customer relationships and tradename generally have useful lives of 10 years, unless shorter periods are warranted, and are amortized to operating costs on an accelerated basis. Goodwill The excess of consideration for Hoozu over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $1.3 million of goodwill, which is not deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce and synergies. Contingent Liability Contingent liability purchase price installments, which total $396,940 based on meeting certain revenue and EBITDA milestones for 2024 and 2025, were recorded at their fair value of $175,000 at the acquisition date. The contingent liability value is subject to periodic adjustment until both measurement dates are completed. No adjustment was recorded in December 2023. Proforma Financial Results The table below presents proforma results as if we had acquired Hoozu Holdings at January 1, 2023. Prior to our acquisition, Hoozu employed a June 30 fiscal year-end, which it changed to a calendar year basis following the acquisition. Hoozu’s Net Income (Loss) is presented on a pro forma basis, net of transaction-related costs. Twelve Months Ended December 31, 2023 (Unaudited) IZEA Worldwide, Inc. Hoozu Holdings, LTD Consolidated Revenue $ 35,842,114 $ 3,928,476 $ 39,770,590 Net income (loss) (7,312,066) 17,875 (7,294,191) Revenues and Net loss included in the Consolidated Statement of Operations for 2023 for Hoozu following our December 1, 2023 acquisition totaled $372,483 and $14,484, respectively. Zuberance On December 1, 2023, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Zuberance, Inc., a Delaware corporation. Zuberance, Inc. (“Zuberance”) is a pioneering advocate marketing software platform. Zuberance provides marketers with the tools to build white-label communities of their customers and influencers while engaging these communities to serve as advocates for their brand, leading to low-cost content creation. The net purchase price was $18,400 in cash consideration, allocated to the fair value of assets acquired and liabilities assumed, as shown in the following table: Estimated Fair Value 12/31/2023 Intangibles-customer relationships $ 162,725 Current liabilities (58,138) Deferred revenue (86,187) Total purchase price $ 18,400 The customer-related intangible assets’ fair value was determined by using the income approach, has an estimated useful life of 5 years, and will be amortized to operating expenses on an accelerated basis. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | 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 December 31, 2023: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities (1) Non-Current Marketable Securities (2) Cash and cash equivalents $ 7,011,827 $ — $ — $ 7,011,827 $ 7,011,827 $ — $ — Level 1 (3) Commercial paper — — — — — Money market funds 30,434,901 — — 30,434,901 30,434,901 — — US Treasury securities 7,019,553 (79,840) 6,939,713 — 5,959,834 979,879 Subtotal 37,454,454 — (79,840) 37,374,614 30,434,901 5,959,834 979,879 Level 2 (4) Asset back securities 3,654,729 — (46,320) 3,608,409 — 1,490,015 2,118,394 Corporate debt securities 16,321,362 12,143 (136,574) 16,196,931 — 9,676,208 6,520,723 Subtotal 19,976,091 12,143 (182,894) 19,805,340 — 11,166,223 8,639,117 Total $ 64,442,372 $ 12,143 $ (262,734) $ 64,191,781 $ 37,446,728 $ 17,126,057 $ 9,618,996 (1) Current Marketable Securities have a holding period under one year. (2) Non-Current Marketable Securities have a holding period over one year. The securities held by IZEA Worldwide, Inc. mature between one (3) Level 1 fair value estimates are based on quoted prices in active markets for identical assets and liabilities. (4) 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 and 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 and liabilities. The Company records the fair value of cash equivalents and marketable securities on the balance sheet. The adjusted cost, which includes unrealized gains and losses, reflects settlement amounts if all investments are held to maturity. The Company recognized realized gains of $104 for the twelve months ended December 31, 2023. The Company realized gains of $3,124 and realized losses of $623 for the twelve months ended December 31, 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 December 31, 2023 Due in 1 year or less $ 17,126,057 Due in 1 year through 5 years 9,618,996 Total $ 26,745,053 The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category: As of December 31, 2023 Fair Value Net Unrealized Gain (Loss) Cash and cash equivalents $ 37,446,728 $ — Government bonds 6,939,713 (79,840) Corporate debt securities 16,196,931 (124,431) Asset backed securities 3,608,409 (46,320) Total $ 64,191,781 $ (250,591) During the twelve months ended December 31, 2023, the Company did not recognize any credit losses and had no ending allowance balance for credit losses. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2023 December 31, 2022 Furniture and fixtures $ 29,848 $ — Office equipment 8,506 3,843 Computer equipment 281,950 323,700 Total 320,304 327,543 Less accumulated depreciation (114,927) (170,769) Property and equipment, net $ 205,377 $ 156,774 Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $99,408 and $109,599 for the twelve months ended December 31, 2023 and 2022, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Definite Lived Intangible Assets Definite lived intangible assets, net of amortization as of December 31, 2023 and 2022 totaled $1.8 million and $—, respectively. December 31, 2023 December 31, 2022 Balance Accumulated Amortization Net Book Value Balance Accumulated Amortization Net Book Value Useful Life in years Trade names $ 668,000 $ 5,567 $ 662,433 — — $ — 10 Customer lists Hoozu 935,000 7,791 927,209 — — — 10 Zuberance 162,508 2,709 159,799 — — — 5 Total definite-lived intangible assets $ 1,765,508 $ 16,067 $ 1,749,441 $ — $ — $ — Total intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: December 31, 2023 December 31, 2022 Hoozu intangible assets $ 1,603,000 $ — Zuberance intangible assets 162,508 — Total $ 1,765,508 $ — Less accumulated amortization (16,067) — Intangible assets, net $ 1,749,441 $ — As of December 31, 2023, future estimated amortization expense related to identifiable assets is set forth in the following schedule: Future Amortization of Intangible Assets Amount 2024 297,622 2025 248,907 2026 224,751 2027 200,596 2028 176,440 2029+ 601,125 Total $ 1,749,441 There were no impairment charges associated with the Company’s identifiable intangible assets, other than digital assets, in the twelve months ended December 31, 2023, and 2022. Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss was $16,067 and $0 for the twelve months ended December 31, 2023 and 2022, respectively. Digital Assets During the twelve months ended December 31, 2023 and 2022, the Company did not transact in digital assets. The Company impaired the value of its digital assets by $148,310 during the twelve months ended December 31, 2022 as the fair market value decreased from the carrying value. This was recognized in accordance with the then current guidance for intangible assets. The Company did not impair the value of its digital assets in the twelve months ended December 31, 2023 as the fair market value stayed above its carrying value. In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) . ASU 2023-08 requires fair value measurement of certain crypto assets each reporting period with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The Company has opted to early adopt this guidance. A cumulative-effect adjustment to retained earnings was recognized as of January 1, 2023 for $7,632. This adjustment brings the carrying value in line with the fair market value as of December 31, 2022. Adjustments have been recognized for Q1, Q2, and Q3 for 2023 to adjust the carrying value at the end of each period for the Company’s digital assets to fair value. Interim periods for 2022 and 2023 have been presented in the following table with the change reflected in fair market value. Bitcoin Ethereum Total Digital Assets Reporting Period As Reported Gain Fair Market Value As Reported Gain Fair Market Value As Reported Gain Fair Market Value March 31, 2023 $ 36,129 $ 29,043 $ 65,172 $ 28,824 $ 24,030 $ 52,854 $ 64,953 $ 53,073 $ 118,026 June 30, 2023 36,129 33,617 69,746 28,824 27,255 56,079 64,953 60,872 125,825 September 30, 2023 36,129 25,586 61,715 28,824 19,654 48,478 64,953 45,240 110,193 December 31, 2023 $ 36,129 $ 60,593 $ 96,722 $ 28,824 $ 37,359 $ 66,183 $ 64,953 $ 97,952 $ 162,905 As of December 31, 2023, the Company held $96,722 of Bitcoin $66,183 of Ethereum with total holdings in digital assets of $162,905 . The Company purchased 2.29 Bitcoin and 29.01 Ethereum on December 31, 2021 for $108,835 and $108,290, respectively. The Company determines the fair value of its digital assets on a recurring basis in accordance with ASU 2023-8, Accounting for and Disclosure of Crypto Assets , 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 monthly to identify whether the fair market value of the digital assets has changed. If the then-current carrying value of a digital asset is different from the fair value so determined, an adjustment in the amount equal to the difference between their carrying value and the price determined is recognized. Gains and 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 change to fair market value is identified. 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. Goodwill The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2021 $ 4,016,722 Acquisitions, impairments, or other changes during 2022 — Balance on December 31, 2022 $ 4,016,722 Acquisitions, impairments, or other changes during 2023 1,265,155 Currency translation adjustment (1,505) Balance on December 31, 2023 $ 5,280,372 The Company completed its acquisition of Hoozu on December 1, 2023. While Hoozu’s business is reported together with our Managed Services business, it will be treated as a separate component for Goodwill impairment testing. The Company performs an annual impairment assessment of goodwill in October 1 each year or more frequently, if certain indicators are present. A qualitative assessment performed in 2022 and 2023 did not indicate that an impairment existed; therefore, no impairment of goodwill has been recorded during these periods. |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Software Development Costs | SOFTWARE DEVELOPMENT COSTS Software development costs consists of the following: December 31, 2023 December 31, 2022 Software development costs $ 5,390,403 $ 4,509,805 Less accumulated amortization (3,333,431) (2,735,772) Software development costs, net $ 2,056,972 $ 1,774,033 In 2022, the Company began developing two new web-based influencer marketing platforms, Flex and Marketplace to replace IZEAx and Shake, respectively. IZEAx was sunset in mid-2023, and Shake was sunset in Q4 of 2022. The Company capitalized software development costs of $0.9 million and $1.5 million during the twelve months ended December 31, 2023, and 2022, respectively. As a result, the Company has capitalized a total of $5.4 million in direct materials, consulting, payroll, and benefit costs to its internal-use software development costs in the consolidated balance sheet as of December 31, 2023. 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, or its actual useful life, if shorter. The Company recorded amortization expense associated with its capitalized software development cost of $0.6 million and $0.7 million during the twelve months ended December 31, 2023, and 2022, respectively. As of December 31, 2023, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense 2024 $ 494,420 2025 479,224 2026 473,475 2027 439,440 2028 170,413 Total $ 2,056,972 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2023 December 31, 2022 Accrued payroll liabilities $ 2,153,617 $ 1,967,677 Accrued taxes 253,677 39,405 Current portion of finance obligation 59,386 42,858 Accrued other 616,780 80,762 Total accrued expenses $ 3,083,460 $ 2,130,702 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTES PAYABLE Finance Obligation The Company pays for its laptop computer equipment through long-term payment plans, using an imputed interest rate of 7.8%, based on its incremental borrowing rate, to determine the present value of its financial obligation and to record interest expense over the term of the plan. The Company refreshed a portion of its computer inventory during the fourth quarter of 2022, entering a new three-year payment plan with the same vendor. The total balance owed was $122,805 and $105,031 as of December 31, 2023, and 2022, respectively, with the short-term portion of $59,386 and $42,858 recorded under accrued expenses in the consolidated balance sheets as of December 31, 2023, and 2022, respectively. Summary Interest expense on financing arrangements recorded in the Company’s consolidated statements of operations was $6,610 and $799 during the twelve months ended December 31, 2023, and 2022, respectively. As of December 31, 2023, the future contractual maturities of the Company’s long-term payment obligations by year is set forth in the following schedule: 2024 $ 59,386 2025 56,683 2026 6,736 Total $ 122,805 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Deferred Purchase Price The Company’s acquisition of Hoozu on December 1, 2023, included four equal contingent cash consideration payments totaling $396,940, with measurement periods ending December 31, 2024 and 2025. The contingent payments are based on meeting minimum Revenue and Adjusted Earnings before Taxes and Depreciation for each measurement period. The contingent payments are hit-or-miss, with the first measurement period payments carrying a make-up provision during the second measurement period. The Company determined the fair value of these contingent payments to be $175,000, subject to quarterly adjustment until both measurement periods are completed. Lease Commitments The Company does not have any operating or finance leases greater than 12 months in duration as of December 31, 2023. Retirement Plans The Company offers a 401(k) plan to all of its eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant’s contribution up to 8% of the participant’s salary. The participants become vested in 20% annual increments after two years of service, or fully vest upon the age of 60. Total expense for employer matching contributions during the twelve months ended December 31, 2023 and 2022 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 77,185 $ 89,418 Sales and marketing 75,145 122,800 General and administrative 144,277 59,294 Total contribution expense $ 296,607 $ 271,512 Litigation |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Authorized Shares The Company has 50,000,000 authorized shares of common stock and 2,500,000 authorized shares of preferred stock, each with a par value of $0.0001 per share. Share Repurchase On March 30, 2023, the Company announced that its Board of Directors had authorized a $1.0 million share repurchase program of the Company’s common stock. As of September 30, 2023, the Company had purchased 365,855 shares of the Company’s common stock on the open market with an average price per share of $1.23, for a total of $1.0 million. Shares purchased before June 16, 2023, have been adjusted for the reverse stock split. Repurchased shares have the status of treasury shares and may be issued, if and when needed, for general corporate purposes. The repurchase program was completed in August 2023. Reverse Stock Split In June 2023, the number of authorized shares and shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by four (4): effecting a four (4) old for one (1) new reverse stock split. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share, resulting in 23,789 additional shares being issued. No shares of preferred stock were outstanding at the time of the reverse stock split. Additionally, all options and unvested restricted share grants of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options are exercisable by four (4) and multiplying the exercise price by four (4), in accordance with the terms of the plans and agreements governing such options and subject to rounding up to the nearest whole share. All shares of common stock, stock options, restricted stock, and restricted stock unit grants, and their corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Annual Report on Form 10-K. Equity Incentive Plans The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2023 Annual Meeting of Stockholders held on October 17, 2023, to increase the number of plan shares by 1,800,000 shares, from 1,875,000 to 3,675,000 shares. As of December 31, 2023, the Company had 1,595,867 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive Plan. Restricted Stock Under the 2011 Equity Incentive Plan, the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions. In 2022, the Company issued its five independent directors a total of 26,484 shares of restricted common stock initially valued at $125,000 for their annual service as directors of the Company. The stock vested in equal monthly installments from January through December 2022. In 2023, the Company issued its five independent directors a total of 131,520 shares of restricted common stock initially valued at $300,015 for their annual service as directors of the Company. The stock was granted quarterly and vested immediately. The following table contains summarized information about restricted stock issued during the years ended December 31, 2022 and December 31, 2023: Restricted Stock Common Shares Weighted Average Weighted Average Nonvested at December 31, 2021 888 $ 7.31 0.7 Granted 26,484 4.72 Vested (27,300) 4.80 Nonvested at December 31, 2022 72 $ 5.36 0.3 Granted 131,520 2.28 Vested (131,592) 2.28 Nonvested at December 31, 2023 — $ — 0.0 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 $300,015 and $125,000 during twelve months ended December 31, 2023, and 2022, respectively. Expense recognized on restricted stock issued to employees was $376 and $6,120 during the twelve months ended December 31, 2023, and 2022, respectively. On December 31, 2023, the fair value of the Company’s common stock was approximately $2.01 per share and the intrinsic value on the non-vested restricted stock was $0. Future compensation expense related to issued, but non-vested, restricted stock awards as of December 31, 2023, is $0. Restricted Stock Units The Board determines the terms and conditions of each restricted stock unit award issued under the 2011 Equity Incentive Plan. During the twelve months ended December 31, 2023, the Company issued a total of 491,482 restricted stock units initially valued at $1,218,922 to non-executive employees as additional incentive compensation. The restricted stock units vest between 12 and 36 months from issuance. During the twelve months ended December 31, 2023, the Company issued a total of 378,709 restricted stock units initially valued at $851,475 to executives as additional incentive compensation. The restricted stock units vest between 12 and 48 months from issuance. The following table contains summarized information about restricted stock units during the years ended December 31, 2022 and December 31, 2023: Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2021 93,994 $ 3.83 1.2 Granted 344,108 3.87 Vested (63,269) 3.52 Forfeited (45,763) 4.87 Nonvested at December 31, 2022 329,070 $ 3.79 2.5 Granted 870,191 2.38 Vested (163,085) 3.55 Forfeited (73,327) 3.18 Nonvested at December 31, 2023 962,849 $ 2.60 2.5 Expense recognized on restricted stock units issued to employees was $716,213 and $328,002 during the twelve months ended December 31, 2023, and 2022, respectively. On December 31, 2023, the fair value of the Company’s common stock was approximately $2.01 per share and the intrinsic value on the non-vested restricted units was $1,935,326. Future compensation related to the non-vested restricted stock units as of December 31, 2023, is $2,214,306 and it is estimated to be recognized over the weighted-average vesting period of approximately 2.5 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 years and the option typically vests on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plan. A summary of option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2022, and December 31, 2023, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average Outstanding at December 31, 2021 448,204 $ 11.13 6.4 Granted 32 4.60 Exercised (17,772) 1.01 Expired (9,349) 21.49 Forfeited (5,553) 13.12 Outstanding at December 31, 2022 415,562 $ 11.31 5.3 Granted — — Exercised (586) 0.96 Expired (71,013) 19.99 Forfeited (362) 7.75 Outstanding at December 31, 2023 343,601 $ 9.53 5.22 Exercisable at December 31, 2023 317,228 $ 9.61 5.0 During the twelve months ended December 31, 2023, 586 options were exercised for gross proceeds of $563. The intrinsic value of the exercised options was $838. During the twelve months ended December 31, 2022, 17,772 options were exercised for gross proceeds of $18,027. The intrinsic value of the exercised options was $48,860. The fair value of the Company's common stock on December 31, 2023, was approximately $2.01 per share, and the intrinsic value on outstanding options as of December 31, 2023, was $51,992. The intrinsic value of the exercisable options as of December 31, 2023, was $51,853 A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2022, and December 31, 2023, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average Nonvested at December 31, 2021 163,951 $ 4.88 2.3 Granted 32 4.60 Vested (76,699) 11.36 Forfeited (14,810) 18.36 Nonvested at December 31, 2022 72,474 $ 5.80 1.7 Granted — — Vested (31,474) 9.53 Forfeited (14,627) 19.99 Nonvested at December 31, 2023 26,373 $ 8.83 1.11 There were outstanding options to purchase 343,601 shares with a weighted average exercise price of $9.53 per share, of which options to purchase 317,228 shares were exercisable with a weighted average exercise price of $9.61 per share as of December 31, 2023. Expense recognized on stock options issued to employees during the twelve months ended December 31, 2023, and 2022 was $225,464 and $267,672, respectively. Future compensation related to non-vested awards as of December 31, 2023, is $183,415, and it is estimated to be recognized over the weighted-average vesting period of approximately 1.11 years. The following table shows the number of stock options granted under the 2011 Equity Incentive Plan and the assumptions used to determine the fair value of those options using a Black-Scholes option-pricing model during the twelve months ended December 31, 2022, no stock options were granted in 2023: Twelve Months 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 December 31, 2022 32 $ 4.60 5.0 years —% 3.33% — $ 4.60 37.00% Inducement Plan On November 30, 2023, the IZEA Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions, including the Hoozu acquisition. Under the Inducement Plan, IZEA may grant restricted stock units (“RSUs”), including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. Pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules, the Inducement Plan was adopted without stockholder approval. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan can only be made to individuals not previously employees or non-employee directors of IZEA (or following such individuals’ bona fide period of non-employment with IZEA), as an inducement material to the individuals’ entry into employment with IZEA or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules. On December 1, 2023, the IZEA Board approved the grant of inducement awards under the Inducement Plan to five employees of Hoozu consisting of an aggregate of 328,354 performance-based RSUs as inducement awards material to such employees’ entering into employment with IZEA, pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. The RSU grants, which vest in annual increments over a three-year performance period based upon the achievement of certain revenue and profitability metrics, represent the maximum number of shares that can be earned under the awards. Vesting is also subject to the receipt’s continued service through each annual vesting date. Unearned RSUs will be forfeited if the minimum revenue in each period is not achieved. Each award is subject to the terms and conditions of the Inducement Plan and the terms and conditions of the applicable RSU award agreement covering the grant. Separately, on December 1, 2023, the IZEA Board approved the grant of an inducement award under the Inducement Plan in connection with the asset purchase of another company consisting of 10,000 time-based RSUs as an inducement award material to such employee’s entering into employment with IZEA. As of December 31, 2023, an aggregate of 338,354 performance-based and time-based restricted stock unit awards have been granted in conjunction with our acquisitions, none of which have vested. 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 125,000 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-month periods commencing at the beginning of each fiscal year half. Each eligible employee who elects to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board. During the twelve months ended December 31, 2023 and 2022, employees paid $17,322 to purchase 9,790 shares of common stock and $14,516 to purchase 24,428 shares of common stock, respectively. The stock compensation expense on ESPP Options was $8,716 and $8,978 for the twelve months ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had 80,978 remaining shares of common stock available for future issuances under the ESPP. Summary of 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 twelve months ended December 31, 2023, and 2022 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 89,457 $ 40,895 Sales and marketing 145,744 64,010 General and administrative 715,568 505,867 Total stock-based compensation $ 950,769 $ 610,772 |
Loss per Common Share
Loss per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Common 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 share is computed by dividing the net income or loss by the sum of the total of the basic weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. Twelve Months Ended December 31, December 31, Net loss $ (7,349,360) $ (4,469,498) Weighted average shares outstanding - basic and diluted 16,368,216 15,549,845 Basic and diluted loss per common share $ (0.45) $ (0.29) 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: Twelve Months Ended December 31, December 31, Stock options 309,297 434,104 Restricted stock units 571,504 203,272 Restricted stock 12 12,478 Total excluded shares 880,813 649,854 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE The 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: Twelve Months Ended December 31, December 31, Managed Services Revenue $ 35,740,685 $ 39,456,986 Marketplace Spend Fees 44,985 205,809 License Fees 404,625 1,301,198 Other Fees 24,303 131,944 SaaS Services Revenue 473,913 1,638,951 Total Revenue $ 36,214,598 $ 41,095,937 Managed Services revenue is comprised of two types of revenue, Sponsored Social and Content. Sponsored Social revenue, which totaled $33.4 million for the twelve months ended December 31, 2023, is recognized over time. Content revenue, which totaled $2.3 million during the twelve months ended December 31, 2023, is recognized at a point in time. The following table provides the Company’s revenues as determined by customer geographic region: Twelve Months Ended December 31, December 31, Revenue from North America $ 33,427,045 $ 39,826,503 Revenue from APAC 2,475,293 628,671 Revenue from Other 312,260 640,763 Total $ 36,214,598 $ 41,095,937 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: December 31, 2023 December 31, 2022 Accounts receivable, net $ 5,012,373 $ 5,664,727 Contract liabilities (unearned revenue) 8,891,205 11,247,746 The Company does not typically engage in contracts that are longer than one year. Therefore, the Company will recognize substantially all of the contract liabilities recorded at the end of the year in the following year. The contract liability balance as of December 31, 2022 was $11.2 million. Of that balance, $9.7 million was recognized as revenue during 2023. The majority of the carryover from the prior year is related to one large prepaid customer account and a few smaller accounts that needed to be pushed out. The contract liability balance as of December 31, 2023 was $8.9 million. The Company expects to recognize the associated revenue in 2024. The accounts receivable balance as of December 31, 2022 was $5.7 million. $0.1 million of the outstanding receivables balance from the prior year is still outstanding as of December 31, 2023. The carryforward receivables balance is fully reserved as of December 31, 2023. 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 December 31, 2023, and December 31, 2022, are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue on December 31, 2023, within the next year. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of the Company’s net deferred income taxes are as follows: December 31, December 31, Deferred tax assets: Net operating loss carry forwards $ 26,467,531 $ 24,821,633 Accrued expenses 196,209 368,384 Stock option and warrant expenses 371,921 618,478 Accounts receivable 49,140 38,454 Other 46,214 179,747 Total deferred tax assets 27,131,015 26,026,696 Valuation allowance (27,105,825) (25,919,144) Net deferred tax assets 25,190 107,552 Deferred tax liabilities: Fixed and tangible assets (10,706) (107,552) Intangible assets (409,130) — Total deferred tax liabilities (419,836) (107,552) Total deferred tax assets (liabilities) $ (394,646) $ — The Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. As of December 31, 2023, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is not likely that future taxable income will be sufficient to realize the deferred tax assets. Therefore, a valuation allowance has been applied against the deferred tax assets. The change in the valuation allowance for the twelve months ended December 31, 2023, was an increase of $1.2 million resulting primarily from net operating losses generated during the period. The change in the valuation allowance for the twelve months ended December 31, 2022, was an increase of $1.2 million, resulting primarily from net operating losses generated during the period. The Company has deemed any foreign earnings will be indefinitely reinvested. Income tax benefit for the year ended December 31, 2023 and 2022 is as follows: Twelve Months Ended December 31, 2023 December 31, 2022 Current Expense (Benefit) Federal $ — $ — State — — Foreign — — Total $ — $ — Deferred Expense (Benefit) Federal $ — $ — State — — Foreign (6,104) — Total $ (6,104) $ — The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: Twelve Months Ended December 31, December 31, Federal income tax at statutory rates (21.0) % (21.0) % Change in deferred tax asset valuation allowance 17.8 % 23.2 % Deferred state taxes (3.0) % (3.3) % Provision to return (0.7) % 0.9 % Stock compensation 5.7 % (0.9) % Non-deductible expenses: Parking, meals & entertainment 0.1 % — % ISO & Restricted stock compensation 0.2 % 0.9 % Change in state deferred rate 0.5 % 1.1 % Other 0.5 % (0.9) % Income taxes at effective rates 0.1 % — % The Company has incurred net losses for tax purposes every year since its inception. As of December 31, 2023, the Company had approximately $99.6 million in net operating loss carryforwards for U.S. federal income tax purposes, $100.7 million in net operating loss carryforwards for state income tax purposes, and $1.5 million in net operating loss carryforwards for foreign tax purposes. Federal net operating loss carryforwards in the amount of $72.4 million have a finite carryforward period and will begin expiring in 2026. Approximately $27.2 million of federal net operating loss carryforwards have an indefinite life. Federal net operating loss carryforwards generated after tax year 2017 are subject to an 80% limitation on taxable income, do not expire, and will carryforward indefinitely. State net operating loss carryforwards begin expiring in 2026. Foreign net operating losses begin expiring in 2038. The utilization of the Company’s net operating losses are subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from 2020 to the present in the U.S. and from 2020 to present in the Company's foreign operations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. As required by the uncertain tax position guidance in ASC No. 740, Income Tax the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance in ASC No. 740, Accounting for Income to all tax positions for which the statute of limitations remained open. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through April 1, 2024 to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent event has occurred that requires disclosure. |
Company and Summary of Signif_2
Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, “IZEA” or the “Company”) is a Nevada corporation that was founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In January 2015, IZEA purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”). In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary, incorporated in Ontario, Canada, to operate as a sales and support office for IZEA’s Canadian customers. In July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. (“ZenContent”) and in July 2018, a subsidiary of the Company merged with TapInfluence, Inc. (“TapInfluence”). ZenContent, Ebyline, and TapInfluence were merged into IZEA and the legal entities were dissolved in December 2017, December 2019, and December 2020, respectively. IZEA purchased all of the outstanding shares of capital stock of Hoozu Holdings, LTD in December 2023. The Company helps power the creator economy, by enabling individuals the opportunity to monetize their content, creativity and influence through global brands and 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. The Company also provides value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. While the majority of the marketers engage the Company to perform these services (the “Managed Services”) on their behalf, they may also access IZEA’s marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing the Company’s technology. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries, subsequent to the subsidiaries’ individual acquisition, merger, or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable and Concentration of Credit Risk The Company’s accounts receivable balance consists of trade receivables, contract assets, and a reserve for doubtful accounts. Trade receivables are customer obligations due under normal trade terms. Contract assets represent amounts owed for work that has been performed but not yet billed. The Company had net trade receivables of $5.0 million that included $4.9 million of accounts receivable and contract assets of $83,697 on December 31, 2023. The Company had net trade receivables of $5.7 million that included $5.7 million of accounts receivable and contract assets of $39,095 at December 31, 2022. 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 deemed 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. We assess collectibility risk both generally and by specific aged invoices. Our loss history informs a general reserve percentage, which we apply to all invoices less than 90 days from the invoice due date, currently 1.1% of the outstanding balance. The general reserve, which we update periodically, recognizes that some invoices will likely become a collection risk. When an invoice ages 90 days past its due date, we consider each invoice to determine a reserve for collectability based on our prior history and recent communications with the customer, to determine a reserve amount. Generally, our reserve will approach 100% of the invoice amount. |
Concentration of Credit Risk | Concentrations of credit risk with respect to accounts receivable have been typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. The Company had one customer that accounted for 20% of total accounts receivable at December 31, 2023 and three customers that accounted for 64% of total accounts receivable at December 31, 2022. The Company had one customer that accounted for 23% of its revenue during the twelve months ended December 31, 2023 and one customer that accounted for 29% of its revenue during the twelve months ended December 31, 2022. |
Property and Equipment | 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 | 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, TapInfluence, and Hoozu. 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. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Prior to the acquisition of Hoozu on December 1, 2023, IZEA had one business operating segment with one reporting unit for purposes of goodwill impairment testing. Hoozu will be treated as a second, separate reporting unit for goodwill impairment testing. The Company performs its annual impairment tests of goodwill as of October 1 each year, or more frequently if certain indicators are present. As described in Note 5, the assessments performed in 2022 and 2023 concluded that our reporting unit’s fair value exceeds their carrying value, including goodwill. The Company concluded in each year that no impairment existed. |
Intangible Assets | Intangible Assets The Company acquired the majority of its intangible assets through its acquisitions of Ebyline, ZenContent, TapInfluence, and Hoozu. The Company amortizes identifiable intangible assets over periods of 12 to 60 months. See Note 5 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 changes in the fair market value. The Company recognized an impairment of $148,310 on digital assets held as indefinite-lived intangible assets in the twelve months ended December 31, 2022. This was recognized in accordance with the then current guidance for intangible assets. The Company did not impair the value of digital assets in the twelve months ended December 31, 2023 as the fair market value stayed above the carrying value. In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) . ASU 2023-08 requires fair value measurement of certain crypto assets each reporting period with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The Company has opted to adopt this guidance early. A cumulative effect adjustment to retained earnings was recognized as of January 1, 2023 for $7,632. This adjustment brings the carrying value in line with the fair market value as of December 31, 2022. Adjustments have been recognized for all quarterly reporting periods for 2023 as of December 31, 2203 to restate the carrying value at the end of each period for the Company’s digital assets, as described in Note 5. 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, 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 intangible assets in the twelve months ended December 31, 2023 and 2022. |
Software Development Costs | 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 benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. The Company also capitalizes certain costs associated with cloud computing arrangements (“CCAs”). 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 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 carrying value over the fair value in its consolidated statements of operations. See Note 6 for further details. |
Leases | 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 that have a lease term of 12 months or less at the commencement date. |
Revenue Recognition | 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 platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access our 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 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 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. The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material. 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 articles, 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. The majority of 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’s performance obligation in certain contracts with customers may be a stand-ready promise to provide influencer marketing services for an unknown or unspecified quantity of deliverables for a specified term. Under a stand-ready obligation, the Company’s performance obligation is satisfied over time throughout the contract term, and therefore, revenue is recognized straight-line over the life of the contract. The Company may provide one type or a combination of all types of these influencer marketing services 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 obligation 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 at a point in time 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 platforms to provide and/or distribute custom content for an agreed-upon transaction price. The Company’s platforms control the contracting, description of services, acceptance of, and payment for the requested content. This service is used primarily by news agencies or marketers to control the outsourcing of their content and advertising needs. The Company charges the self-service customer the transaction price plus a fee based on the contract. Revenue is recognized when the transaction is completed by the creator and accepted by the marketer or verified as posted by the system. Based on the Company’s evaluations, this revenue is reported on a net basis since the Company is acting as an agent through its platform for the third-party creator to provide the services or content directly to the self-service customer or to post approved content through one or more social media platforms. License Fees Revenue License Fees Revenue is generated by granting customers limited, non-exclusive, non-transferable access to the Company’s technology platforms for an agreed-upon subscription period. Customers access 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 |
Advertising Costs | Advertising Costs |
Income Taxes | Income Taxes Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company incurs minimal state franchise tax in four states, which is included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination based on the statute of limitations by the IRS is generally three years; however, the IRS may examine records and other evidence from the year the net operating loss was generated when the Company utilizes net operating loss carryforwards in future periods. The Company’s tax years subject to examination by the Canadian Revenue Agency and the Australian Taxation Office is generally four years |
Fair Value of Financial Instruments | 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 December 31, 2023, the Company holds Level 1 and Level 2 financial assets; this is discussed further in Note 3 - Financial Instruments of Notes to the Consolidated Financial Statements. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended, (the “2011 Equity Incentive Plan”) (see Note 10) and the Inducement Plan 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. 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 estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and a revised amount of unamortized compensation expense to be recognized in future periods. The Company may issue shares of restricted stock or restricted stock units (“RSUs”) 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 10 for additional information related to these shares. On November 30, 2023, the IZEA Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions, including the Hoozu acquisition. Under the Inducement Plan, IZEA may grant, subject to certain requirements, RSUs, including performance-based and time-based RSUs, up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. See Note 10 for additional information related to shares issued under both plans. Business Combinations and Asset Acquisitions The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) Topic 805, “Business Combinations.” The acquisition method of accounting is applied to all business combinations, whereby the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree are recognized and measured at their fair values as of the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired and liabilities assumed in a business combination. Goodwill is allocated to reporting units, which are expected to benefit from the synergies of the combination, and is subject to annual impairment testing. Acquisition-related costs, including advisory, legal, and due diligence fees, are expensed as incurred and are included in general and administrative expenses in the period in which the acquisition occurs. The financial statements include the results of operations and financial position of businesses acquired from their respective acquisition dates. Any adjustments to the preliminary fair values of assets acquired and liabilities assumed, known as measurement period adjustments, are recorded to the period of the adjustment. |
Recently Issued Accounting Pronouncements | 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 December 31, 2022, the Company does not have any contracts that reference LIBOR rates and this guidance has not had a material impact on its financial statements. 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. Effective January 1, 2023, the Company adopted this standard. At present, the exposure to credit losses is considered immaterial to the Company’s financial position. 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. As of December 31, 2023, the Company has ensured that acquired businesses contract assets and contract liabilities have been accounted for in accordance with ASC 2021-08. Accounting for and Disclosure of Crypto Assets : In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) . ASU 2023-08 requires fair value measurement of certain crypto assets each reporting period with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The Company has opted to early adopt this guidance. A cumulative-effect adjustment to retained earnings was booked as of January 1, 2023 for $7,632. Interim periods and annual periods for 2022 and 2023 have been presented with the change reflected in fair market value. Expanded disclosures for crypto assets have been added to Note 5 - Intangible Assets. Recently Issued Accounting Pronouncements Not Yet Adopted Segment Reporting: Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures . This update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU also requires all annual disclosures currently required by Topic 280 to be included in the interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the timing and impact of adopting the updated provisions. Income Taxes: Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures of income tax components that affect the rate reconciliation and income taxes paid, broken out by the applicable taxing jurisdictions. The Company expects to adopt this ASU for the annual period beginning on January 1, 2025, and does not expect a material impact on the Consolidated Financial Statements. |
Company and Summary of Signif_3
Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | 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 Property and equipment consist of the following: December 31, 2023 December 31, 2022 Furniture and fixtures $ 29,848 $ — Office equipment 8,506 3,843 Computer equipment 281,950 323,700 Total 320,304 327,543 Less accumulated depreciation (114,927) (170,769) Property and equipment, net $ 205,377 $ 156,774 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company accounted for the acquisition in accordance with ASC 805,which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. Estimated Gross Purchase Consideration Estimated Initial Present and Fair Value Estimated Remaining Present and Fair Value 12/1/2023 12/1/2023 12/31/2023 Cash paid at closing $ 595,411 $ 595,411 — Stock issued at closing 1,746,535 1,746,535 — First deferred purchase price installment (1) 114,400 — 114,400 Second deferred purchase price installment (1) 60,600 — 60,600 Total estimated consideration $ 2,516,946 $ 2,341,946 $ 175,000 (1) The Company’s acquisition of Hoozu Holdings LTD. on December 1, 2023, included four equal contingent cash consideration payments totaling $396,940, with measurement periods ending December 31, 2024, and 2025. The contingent payments are based on meeting minimum Revenue and Adjusted Earnings before Taxes and Depreciation for each measurement period. The contingent payments are hit-or-miss, with the first measurement period payments carrying a make-up provision during the second measurement period. The Company determined the fair value of these contingent payments, using Monte Carlo simulation methods, to be $175,000, subject to periodic adjustment until both measurement periods are completed. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Final determination of the fair values may result in further adjustments to the values presented in the following table: Estimated Approximate Fair Value Accounts receivable $ 419,336 Prepaid expenses 15,750 Property and equipment, net 9,033 Intangible assets Tradename 668,000 Customer list 935,000 Goodwill 1,265,155 Deferred tax liability (400,750) Accounts payable (718,515) Current liabilities (930,655) Purchase consideration, excluding cash received $ 1,262,354 Plus: cash received 1,254,592 Total purchase considerations $ 2,516,946 Estimated Fair Value 12/31/2023 Intangibles-customer relationships $ 162,725 Current liabilities (58,138) Deferred revenue (86,187) Total purchase price $ 18,400 |
Business Acquisition, Pro Forma Information | The table below presents proforma results as if we had acquired Hoozu Holdings at January 1, 2023. Prior to our acquisition, Hoozu employed a June 30 fiscal year-end, which it changed to a calendar year basis following the acquisition. Hoozu’s Net Income (Loss) is presented on a pro forma basis, net of transaction-related costs. Twelve Months Ended December 31, 2023 (Unaudited) IZEA Worldwide, Inc. Hoozu Holdings, LTD Consolidated Revenue $ 35,842,114 $ 3,928,476 $ 39,770,590 Net income (loss) (7,312,066) 17,875 (7,294,191) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The following table shows the Company’s cash, cash equivalents, and marketable securities by significant investment category as of December 31, 2023: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities (1) Non-Current Marketable Securities (2) Cash and cash equivalents $ 7,011,827 $ — $ — $ 7,011,827 $ 7,011,827 $ — $ — Level 1 (3) Commercial paper — — — — — Money market funds 30,434,901 — — 30,434,901 30,434,901 — — US Treasury securities 7,019,553 (79,840) 6,939,713 — 5,959,834 979,879 Subtotal 37,454,454 — (79,840) 37,374,614 30,434,901 5,959,834 979,879 Level 2 (4) Asset back securities 3,654,729 — (46,320) 3,608,409 — 1,490,015 2,118,394 Corporate debt securities 16,321,362 12,143 (136,574) 16,196,931 — 9,676,208 6,520,723 Subtotal 19,976,091 12,143 (182,894) 19,805,340 — 11,166,223 8,639,117 Total $ 64,442,372 $ 12,143 $ (262,734) $ 64,191,781 $ 37,446,728 $ 17,126,057 $ 9,618,996 (1) Current Marketable Securities have a holding period under one year. (2) Non-Current Marketable Securities have a holding period over one year. The securities held by IZEA Worldwide, Inc. mature between one (3) Level 1 fair value estimates are based on quoted prices in active markets for identical assets and liabilities. (4) 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 and 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 and liabilities. |
Fair Value of Investments in Marketable Debt Securities | The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates: As of December 31, 2023 Due in 1 year or less $ 17,126,057 Due in 1 year through 5 years 9,618,996 Total $ 26,745,053 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category: As of December 31, 2023 Fair Value Net Unrealized Gain (Loss) Cash and cash equivalents $ 37,446,728 $ — Government bonds 6,939,713 (79,840) Corporate debt securities 16,196,931 (124,431) Asset backed securities 3,608,409 (46,320) Total $ 64,191,781 $ (250,591) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | 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 Property and equipment consist of the following: December 31, 2023 December 31, 2022 Furniture and fixtures $ 29,848 $ — Office equipment 8,506 3,843 Computer equipment 281,950 323,700 Total 320,304 327,543 Less accumulated depreciation (114,927) (170,769) Property and equipment, net $ 205,377 $ 156,774 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | December 31, 2023 December 31, 2022 Balance Accumulated Amortization Net Book Value Balance Accumulated Amortization Net Book Value Useful Life in years Trade names $ 668,000 $ 5,567 $ 662,433 — — $ — 10 Customer lists Hoozu 935,000 7,791 927,209 — — — 10 Zuberance 162,508 2,709 159,799 — — — 5 Total definite-lived intangible assets $ 1,765,508 $ 16,067 $ 1,749,441 $ — $ — $ — Software development costs consists of the following: December 31, 2023 December 31, 2022 Software development costs $ 5,390,403 $ 4,509,805 Less accumulated amortization (3,333,431) (2,735,772) Software development costs, net $ 2,056,972 $ 1,774,033 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Total intangible assets from the Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following: December 31, 2023 December 31, 2022 Hoozu intangible assets $ 1,603,000 $ — Zuberance intangible assets 162,508 — Total $ 1,765,508 $ — Less accumulated amortization (16,067) — Intangible assets, net $ 1,749,441 $ — |
Schedule of Future Amortization Expense | As of December 31, 2023, future estimated amortization expense related to identifiable assets is set forth in the following schedule: Future Amortization of Intangible Assets Amount 2024 297,622 2025 248,907 2026 224,751 2027 200,596 2028 176,440 2029+ 601,125 Total $ 1,749,441 As of December 31, 2023, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense 2024 $ 494,420 2025 479,224 2026 473,475 2027 439,440 2028 170,413 Total $ 2,056,972 |
Schedule of Crypto Assets | Interim periods for 2022 and 2023 have been presented in the following table with the change reflected in fair market value. Bitcoin Ethereum Total Digital Assets Reporting Period As Reported Gain Fair Market Value As Reported Gain Fair Market Value As Reported Gain Fair Market Value March 31, 2023 $ 36,129 $ 29,043 $ 65,172 $ 28,824 $ 24,030 $ 52,854 $ 64,953 $ 53,073 $ 118,026 June 30, 2023 36,129 33,617 69,746 28,824 27,255 56,079 64,953 60,872 125,825 September 30, 2023 36,129 25,586 61,715 28,824 19,654 48,478 64,953 45,240 110,193 December 31, 2023 $ 36,129 $ 60,593 $ 96,722 $ 28,824 $ 37,359 $ 66,183 $ 64,953 $ 97,952 $ 162,905 |
Schedule of Goodwill [Table Text Block] | The Company’s goodwill balance changed as follows: Amount Balance on December 31, 2021 $ 4,016,722 Acquisitions, impairments, or other changes during 2022 — Balance on December 31, 2022 $ 4,016,722 Acquisitions, impairments, or other changes during 2023 1,265,155 Currency translation adjustment (1,505) Balance on December 31, 2023 $ 5,280,372 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite-Lived Intangible Assets | December 31, 2023 December 31, 2022 Balance Accumulated Amortization Net Book Value Balance Accumulated Amortization Net Book Value Useful Life in years Trade names $ 668,000 $ 5,567 $ 662,433 — — $ — 10 Customer lists Hoozu 935,000 7,791 927,209 — — — 10 Zuberance 162,508 2,709 159,799 — — — 5 Total definite-lived intangible assets $ 1,765,508 $ 16,067 $ 1,749,441 $ — $ — $ — Software development costs consists of the following: December 31, 2023 December 31, 2022 Software development costs $ 5,390,403 $ 4,509,805 Less accumulated amortization (3,333,431) (2,735,772) Software development costs, net $ 2,056,972 $ 1,774,033 |
Schedule of Future Amortization Expense | As of December 31, 2023, future estimated amortization expense related to identifiable assets is set forth in the following schedule: Future Amortization of Intangible Assets Amount 2024 297,622 2025 248,907 2026 224,751 2027 200,596 2028 176,440 2029+ 601,125 Total $ 1,749,441 As of December 31, 2023, future estimated amortization expense related to software development costs is set forth in the following schedule: Software Development Amortization Expense 2024 $ 494,420 2025 479,224 2026 473,475 2027 439,440 2028 170,413 Total $ 2,056,972 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, 2023 December 31, 2022 Accrued payroll liabilities $ 2,153,617 $ 1,967,677 Accrued taxes 253,677 39,405 Current portion of finance obligation 59,386 42,858 Accrued other 616,780 80,762 Total accrued expenses $ 3,083,460 $ 2,130,702 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of December 31, 2023, the future contractual maturities of the Company’s long-term payment obligations by year is set forth in the following schedule: 2024 $ 59,386 2025 56,683 2026 6,736 Total $ 122,805 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Defined Contribution Plan Disclosures | Total expense for employer matching contributions during the twelve months ended December 31, 2023 and 2022 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 77,185 $ 89,418 Sales and marketing 75,145 122,800 General and administrative 144,277 59,294 Total contribution expense $ 296,607 $ 271,512 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Nonvested Restricted Stock Shares Activity | The following table contains summarized information about restricted stock issued during the years ended December 31, 2022 and December 31, 2023: Restricted Stock Common Shares Weighted Average Weighted Average Nonvested at December 31, 2021 888 $ 7.31 0.7 Granted 26,484 4.72 Vested (27,300) 4.80 Nonvested at December 31, 2022 72 $ 5.36 0.3 Granted 131,520 2.28 Vested (131,592) 2.28 Nonvested at December 31, 2023 — $ — 0.0 |
Schedule of Nonvested Restricted Stock Units Activity | The following table contains summarized information about restricted stock units during the years ended December 31, 2022 and December 31, 2023: Restricted Stock Units Common Shares Weighted Average Weighted Average Nonvested at December 31, 2021 93,994 $ 3.83 1.2 Granted 344,108 3.87 Vested (63,269) 3.52 Forfeited (45,763) 4.87 Nonvested at December 31, 2022 329,070 $ 3.79 2.5 Granted 870,191 2.38 Vested (163,085) 3.55 Forfeited (73,327) 3.18 Nonvested at December 31, 2023 962,849 $ 2.60 2.5 |
Share-based Payment Arrangement, Option, Activity | A summary of option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2022, and December 31, 2023, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average Outstanding at December 31, 2021 448,204 $ 11.13 6.4 Granted 32 4.60 Exercised (17,772) 1.01 Expired (9,349) 21.49 Forfeited (5,553) 13.12 Outstanding at December 31, 2022 415,562 $ 11.31 5.3 Granted — — Exercised (586) 0.96 Expired (71,013) 19.99 Forfeited (362) 7.75 Outstanding at December 31, 2023 343,601 $ 9.53 5.22 Exercisable at December 31, 2023 317,228 $ 9.61 5.0 |
Schedule of Nonvested Share Activity | A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2022, and December 31, 2023, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average Nonvested at December 31, 2021 163,951 $ 4.88 2.3 Granted 32 4.60 Vested (76,699) 11.36 Forfeited (14,810) 18.36 Nonvested at December 31, 2022 72,474 $ 5.80 1.7 Granted — — Vested (31,474) 9.53 Forfeited (14,627) 19.99 Nonvested at December 31, 2023 26,373 $ 8.83 1.11 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table shows the number of stock options granted under the 2011 Equity Incentive Plan and the assumptions used to determine the fair value of those options using a Black-Scholes option-pricing model during the twelve months ended December 31, 2022, no stock options were granted in 2023: Twelve Months 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 December 31, 2022 32 $ 4.60 5.0 years —% 3.33% — $ 4.60 37.00% |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the twelve months ended December 31, 2023, and 2022 was recorded in the Company’s consolidated statements of operations as follows: Twelve Months Ended December 31, December 31, Cost of revenue $ 89,457 $ 40,895 Sales and marketing 145,744 64,010 General and administrative 715,568 505,867 Total stock-based compensation $ 950,769 $ 610,772 |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Twelve Months Ended December 31, December 31, Net loss $ (7,349,360) $ (4,469,498) Weighted average shares outstanding - basic and diluted 16,368,216 15,549,845 Basic and diluted loss per common share $ (0.45) $ (0.29) |
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: Twelve Months Ended December 31, December 31, Stock options 309,297 434,104 Restricted stock units 571,504 203,272 Restricted stock 12 12,478 Total excluded shares 880,813 649,854 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table illustrates the Company’s revenue by product service type: Twelve Months Ended December 31, December 31, Managed Services Revenue $ 35,740,685 $ 39,456,986 Marketplace Spend Fees 44,985 205,809 License Fees 404,625 1,301,198 Other Fees 24,303 131,944 SaaS Services Revenue 473,913 1,638,951 Total Revenue $ 36,214,598 $ 41,095,937 The following table provides the Company’s revenues as determined by customer geographic region: Twelve Months Ended December 31, December 31, Revenue from North America $ 33,427,045 $ 39,826,503 Revenue from APAC 2,475,293 628,671 Revenue from Other 312,260 640,763 Total $ 36,214,598 $ 41,095,937 |
Schedule of Contract with Customer | The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers reported in the Company’s consolidated balance sheet: December 31, 2023 December 31, 2022 Accounts receivable, net $ 5,012,373 $ 5,664,727 Contract liabilities (unearned revenue) 8,891,205 11,247,746 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s net deferred income taxes are as follows: December 31, December 31, Deferred tax assets: Net operating loss carry forwards $ 26,467,531 $ 24,821,633 Accrued expenses 196,209 368,384 Stock option and warrant expenses 371,921 618,478 Accounts receivable 49,140 38,454 Other 46,214 179,747 Total deferred tax assets 27,131,015 26,026,696 Valuation allowance (27,105,825) (25,919,144) Net deferred tax assets 25,190 107,552 Deferred tax liabilities: Fixed and tangible assets (10,706) (107,552) Intangible assets (409,130) — Total deferred tax liabilities (419,836) (107,552) Total deferred tax assets (liabilities) $ (394,646) $ — |
Schedule of Components of Income Tax Expense (Benefit) | Income tax benefit for the year ended December 31, 2023 and 2022 is as follows: Twelve Months Ended December 31, 2023 December 31, 2022 Current Expense (Benefit) Federal $ — $ — State — — Foreign — — Total $ — $ — Deferred Expense (Benefit) Federal $ — $ — State — — Foreign (6,104) — Total $ (6,104) $ — |
Schedule of Effective Income Tax Rate Reconciliation | The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: Twelve Months Ended December 31, December 31, Federal income tax at statutory rates (21.0) % (21.0) % Change in deferred tax asset valuation allowance 17.8 % 23.2 % Deferred state taxes (3.0) % (3.3) % Provision to return (0.7) % 0.9 % Stock compensation 5.7 % (0.9) % Non-deductible expenses: Parking, meals & entertainment 0.1 % — % ISO & Restricted stock compensation 0.2 % 0.9 % Change in state deferred rate 0.5 % 1.1 % Other 0.5 % (0.9) % Income taxes at effective rates 0.1 % — % |
Company and Summary of Signif_4
Company and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash, uninsured amount | $ 36.7 | $ 24.4 |
Company and Summary of Signif_5
Company and Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Concentration Risk [Line Items] | ||
Accounts receivable, before allowance for credit loss | $ 4,900,000 | $ 5,700,000 |
Unbilled receivables | $ 83,697 | 39,095 |
Accounts receivable, less than 90 days from due, percentage | 0.011 | |
Allowance for doubtful accounts receivable | $ 205,000 | 155,000 |
Bad debt expense | $ 50,000 | $ 0 |
Accounts Receivable | Customer Concentration Risk | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20% | |
Accounts Receivable | Customer Concentration Risk | Three Customers | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 64% | |
Revenue Benchmark | Customer Concentration Risk | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 23% | 29% |
Company and Summary of Signif_6
Company and Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Computer equipment | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Minimum | Office equipment | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Minimum | Furniture and fixtures | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Maximum | Office equipment | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Maximum | Furniture and fixtures | |
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) | 12 Months Ended | |
Dec. 31, 2023 USD ($) reporting_unit segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | segment | 1 | |
Number of reporting units | reporting_unit | 1 | |
Goodwill impairment | $ | $ 0 | $ 0 |
Company and Summary of Signif_8
Company and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of digital assets | $ 0 | $ 148,310 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life in years | 12 months | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life in years | 60 months |
Company and Summary of Signif_9
Company and Summary of Significant Accounting Policies - Software Development Costs (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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 - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Invoice payment terms | 30 days |
Contract assets and contract liabilities length of agreement with customers | 1 year |
Company and Summary of Signi_11
Company and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sales and marketing | ||
Significant Accounting Policies [Line Items] | ||
Advertising costs | $ 2.6 | $ 2 |
Company and Summary of Signi_12
Company and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | Nov. 30, 2023 shares |
Restricted stock units | Hoozu | |
Significant Accounting Policies [Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 1,800,000 |
Company and Summary of Signi_13
Company and Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings (accumulated deficit) | $ (85,444,794) | $ (78,103,066) | |
Accounting Standards Update 2023-08 | Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings (accumulated deficit) | $ 7,632 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 5,280,372 | $ 4,016,722 | $ 4,016,722 | |
Contingent consideration | $ 175,000 | $ 0 | ||
Trade names | ||||
Business Acquisition [Line Items] | ||||
Useful Life in years | 10 years | |||
Hoozu | ||||
Business Acquisition [Line Items] | ||||
Total estimated consideration | $ 2,516,946 | |||
Cash paid at closing | $ 595,411 | |||
Stock issued at closing (in shares) | 726,210 | |||
Stock issued at closing | $ 1,746,535 | |||
Transaction costs | 150,000 | |||
Goodwill | 1,265,155 | |||
Contingent liability purchase price installments | 396,940 | |||
Contingent consideration | 175,000 | $ 175,000 | ||
Actual revenue in acquiree | 372,483 | |||
Actual income in acquiree | $ 14,484 | |||
Hoozu | Trade names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 668,000 | |||
Useful Life in years | 10 years | |||
Hoozu | Customer lists | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 935,000 | |||
Useful Life in years | 10 years | 10 years | ||
Zuberance, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash paid at closing | $ 18,400 | |||
Acquired finite-lived intangible assets, weighted average useful life (years) | 5 years |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Purchase Consideration (Details) | Dec. 01, 2023 USD ($) payment | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |||
Contingent consideration | $ 175,000 | $ 0 | |
Hoozu | |||
Business Acquisition [Line Items] | |||
Cash paid at closing | $ 595,411 | ||
Stock issued at closing | 1,746,535 | ||
Contingent consideration | 175,000 | 175,000 | |
Total estimated consideration | 2,516,946 | ||
Total estimated consideration | $ 2,341,946 | ||
Number of payments | payment | 4 | ||
Contingent liability purchase price installments | $ 396,940 | ||
Hoozu | First deferred purchase price installment | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 114,400 | 114,400 | |
Hoozu | Second deferred purchase price installment | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 60,600 | $ 60,600 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 5,280,372 | $ 4,016,722 | $ 4,016,722 | |
Hoozu | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 419,336 | |||
Prepaid expenses | 15,750 | |||
Property and equipment, net | 9,033 | |||
Goodwill | 1,265,155 | |||
Deferred tax liability | (400,750) | |||
Accounts payable | (718,515) | |||
Current liabilities | (930,655) | |||
Purchase consideration, excluding cash received | 1,262,354 | |||
Plus: cash received | 1,254,592 | |||
Total estimated consideration | 2,516,946 | |||
Hoozu | Trade names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 668,000 | |||
Hoozu | Customer lists | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 935,000 |
Business Acquisitions - Proform
Business Acquisitions - Proforma Financial Results (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 36,214,598 | $ 41,095,937 |
Net loss | (7,349,360) | $ (4,469,498) |
Pro Forma | ||
Business Acquisition [Line Items] | ||
Revenue | 39,770,590 | |
Net loss | (7,294,191) | |
Hoozu | ||
Business Acquisition [Line Items] | ||
Revenue | 3,928,476 | |
Net income (loss) | 17,875 | |
IZEA Worldwide, Inc. | Pro Forma | ||
Business Acquisition [Line Items] | ||
Revenue | 35,842,114 | |
Net loss | $ (7,312,066) |
Business Acquisitions - Sched_3
Business Acquisitions - Schedule of Zuberance Acquisition (Details) - Zuberance | Dec. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 162,725 |
Current liabilities | (58,138) |
Deferred revenue | (86,187) |
Total purchase considerations | $ 18,400 |
Financial Instruments - Marketa
Financial Instruments - Marketable Securities by Significant Investment Category (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Cash and cash equivalents | $ 37,446,728 | $ 24,600,960 |
Unrealized Gains | 12,143 | |
Unrealized Losses | (262,734) | |
Current Marketable Securities | 17,126,057 | |
Non-Current Marketable Securities | 9,618,996 | |
Adjusted Cost | 64,442,372 | |
Fair Value | $ 64,191,781 | |
Minimum | ||
Marketable Securities [Line Items] | ||
Securities, term | 1 year | |
Maximum | ||
Marketable Securities [Line Items] | ||
Securities, term | 5 years | |
US Treasury securities | ||
Marketable Securities [Line Items] | ||
Fair Value | $ 6,939,713 | |
Asset back securities | ||
Marketable Securities [Line Items] | ||
Fair Value | 3,608,409 | |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Fair Value | 16,196,931 | |
Cash and cash equivalents | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 7,011,827 | |
Level 1 | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 30,434,901 | |
Adjusted Cost | 37,454,454 | |
Unrealized Gains | 0 | |
Unrealized Losses | (79,840) | |
Fair Value | 37,374,614 | |
Current Marketable Securities | 5,959,834 | |
Non-Current Marketable Securities | 979,879 | |
Level 1 | US Treasury securities | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 0 | |
Adjusted Cost | 7,019,553 | |
Unrealized Gains | ||
Unrealized Losses | (79,840) | |
Fair Value | 6,939,713 | |
Current Marketable Securities | 5,959,834 | |
Non-Current Marketable Securities | 979,879 | |
Level 1 | Commercial paper | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 0 | |
Level 1 | Money market funds | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 30,434,901 | |
Level 2 | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 0 | |
Adjusted Cost | 19,976,091 | |
Unrealized Gains | 12,143 | |
Unrealized Losses | (182,894) | |
Fair Value | 19,805,340 | |
Current Marketable Securities | 11,166,223 | |
Non-Current Marketable Securities | 8,639,117 | |
Level 2 | Asset back securities | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 0 | |
Adjusted Cost | 3,654,729 | |
Unrealized Gains | 0 | |
Unrealized Losses | (46,320) | |
Fair Value | 3,608,409 | |
Current Marketable Securities | 1,490,015 | |
Non-Current Marketable Securities | 2,118,394 | |
Level 2 | Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents | 0 | |
Adjusted Cost | 16,321,362 | |
Unrealized Gains | 12,143 | |
Unrealized Losses | (136,574) | |
Fair Value | 16,196,931 | |
Current Marketable Securities | 9,676,208 | |
Non-Current Marketable Securities | $ 6,520,723 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 18, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |||
Realized investment gains (losses) | $ 104,000 | ||
Realized investment gains | $ 3,124 | ||
Realized investment losses | $ 623 | ||
Marketable Securities | $ 26,745,053 | $ 60,000,000 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value of Marketable Debt Securities (Details) - USD ($) | Dec. 31, 2023 | Apr. 18, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in 1 year or less | $ 17,126,057 | |
Due in 1 year through 5 years | 9,618,996 | |
Total | $ 26,745,053 | $ 60,000,000 |
Financial Instruments - Fair _2
Financial Instruments - Fair Value and Net Unrealized Gains (Losses) By Investment in OCI (Details) | Dec. 31, 2023 USD ($) |
Marketable Securities [Line Items] | |
Fair Value | $ 64,191,781 |
Net Unrealized Gain (Loss) | (250,591) |
Cash and cash equivalents | |
Marketable Securities [Line Items] | |
Fair Value | 37,446,728 |
Net Unrealized Gain (Loss) | 0 |
US Treasury securities | |
Marketable Securities [Line Items] | |
Fair Value | 6,939,713 |
Net Unrealized Gain (Loss) | (79,840) |
Corporate debt securities | |
Marketable Securities [Line Items] | |
Fair Value | 16,196,931 |
Net Unrealized Gain (Loss) | (124,431) |
Asset back securities | |
Marketable Securities [Line Items] | |
Fair Value | 3,608,409 |
Net Unrealized Gain (Loss) | $ (46,320) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 320,304 | $ 327,543 |
Less accumulated depreciation | (114,927) | (170,769) |
Property and equipment, net | 205,377 | 156,774 |
Depreciation | 99,408 | 109,599 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,848 | 0 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,506 | 3,843 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 281,950 | $ 323,700 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 01, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Balance | $ 1,765,508 | $ 0 | |
Accumulated Amortization | 16,067 | 0 | |
Intangible assets, net | 1,749,441 | 0 | |
Hoozu | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance | 1,603,000 | 0 | |
Zuberance | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance | 162,508 | 0 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance | 668,000 | 0 | |
Accumulated Amortization | 5,567 | 0 | |
Intangible assets, net | $ 662,433 | 0 | |
Useful Life in years | 10 years | ||
Trade names | Hoozu | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life in years | 10 years | ||
Customer lists | Hoozu | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance | $ 935,000 | 0 | |
Accumulated Amortization | 7,791 | 0 | |
Intangible assets, net | $ 927,209 | 0 | |
Useful Life in years | 10 years | 10 years | |
Customer lists | Zuberance | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance | $ 162,508 | 0 | |
Accumulated Amortization | 2,709 | 0 | |
Intangible assets, net | $ 159,799 | $ 0 | |
Useful Life in years | 5 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets Acquired (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Balance | $ 1,765,508 | $ 0 |
Less accumulated amortization | (16,067) | 0 |
Intangible assets, net | 1,749,441 | 0 |
Hoozu | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 1,603,000 | 0 |
Zuberance | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | $ 162,508 | $ 0 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 297,622 | |
2025 | 248,907 | |
2026 | 224,751 | |
2027 | 200,596 | |
2028 | 176,440 | |
2029+ | 601,125 | |
Intangible assets, net | $ 1,749,441 | $ 0 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | Dec. 31, 2021 USD ($) ethereum bitcoin | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of intangible assets, other than digital | $ 0 | $ 0 | |||||
Impairment of digital assets | 0 | 148,310 | |||||
Accumulated deficit | (85,444,794) | (78,103,066) | |||||
Digital assets | 162,905 | $ 110,193 | $ 125,825 | $ 118,026 | |||
Goodwill impairment | 0 | 0 | |||||
Bitcoin | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Digital assets | 96,722 | 61,715 | 69,746 | 65,172 | |||
Digital assets acquired, number of units | bitcoin | 2.29 | ||||||
Payments for cryto assets | $ 108,835 | ||||||
Ethereum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Digital assets | 66,183 | $ 48,478 | $ 56,079 | $ 52,854 | |||
Digital assets acquired, number of units | ethereum | 29.01 | ||||||
Payments for cryto assets | $ 108,290 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2023-08 | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Accumulated deficit | $ 7,632 | ||||||
Depreciation and Amortization Expense | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization of intangible assets | $ 16,067 | $ 0 |
Intangible Assets - Schedule _4
Intangible Assets - Schedule of Digital Assets (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | $ 162,905 | $ 110,193 | $ 125,825 | $ 118,026 |
Bitcoin | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 96,722 | 61,715 | 69,746 | 65,172 |
Ethereum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 66,183 | 48,478 | 56,079 | 52,854 |
As Reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 64,953 | 64,953 | 64,953 | 64,953 |
As Reported | Bitcoin | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 36,129 | 36,129 | 36,129 | 36,129 |
As Reported | Ethereum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 28,824 | 28,824 | 28,824 | 28,824 |
Gain | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 97,952 | 45,240 | 60,872 | 53,073 |
Gain | Bitcoin | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | 60,593 | 25,586 | 33,617 | 29,043 |
Gain | Ethereum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Digital assets | $ 37,359 | $ 19,654 | $ 27,255 | $ 24,030 |
Intangible Assets - Schedule _5
Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 4,016,722 | $ 4,016,722 |
Acquisitions, impairments, or other changes | 1,265,155 | 0 |
Currency translation adjustment | (1,505) | |
Goodwill, ending balance | $ 5,280,372 | $ 4,016,722 |
Software Development Costs - Sc
Software Development Costs - Schedule of Software Development Cost (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
Software development costs | $ 5,390,403 | $ 4,509,805 |
Less accumulated amortization | (3,333,431) | (2,735,772) |
Software development costs, net | $ 2,056,972 | $ 1,774,033 |
Software Development Costs - Ad
Software Development Costs - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) platform | |
Finite-Lived Intangible Assets [Line Items] | ||
Number of platforms developed | platform | 2 | |
Capitalized computer software, additions | $ 900,000 | $ 1,500,000 |
Capitalized computer software, gross | 5,390,403 | 4,509,805 |
Capitalized computer software, amortization | $ 600,000 | $ 700,000 |
Software Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life in years | 5 years |
Software Development Costs - _2
Software Development Costs - Schedule of Future Estimated Amortization Expense (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
2024 | $ 494,420 | |
2025 | 479,224 | |
2026 | 473,475 | |
2027 | 439,440 | |
2028 | 170,413 | |
Software development costs, net | $ 2,056,972 | $ 1,774,033 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll liabilities | $ 2,153,617 | $ 1,967,677 |
Accrued taxes | 253,677 | 39,405 |
Current portion of finance obligation | $ 59,386 | $ 42,858 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses |
Accrued other | $ 616,780 | $ 80,762 |
Accrued expenses | $ 3,083,460 | $ 2,130,702 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Imputed interest rate | 7.80% | |
Payment plan | 3 years | |
Long-term debt | $ 122,805 | $ 105,031 |
Long-term debt, current maturities | 59,386 | 42,858 |
Interest expense | $ 6,610 | $ 799 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 59,386 | |
2025 | 56,683 | |
2026 | 6,736 | |
Total | $ 122,805 | $ 105,031 |
Commitments and Contingencies -
Commitments and Contingencies - Deferred Purchase Price (Details) | Dec. 01, 2023 USD ($) installment | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Other Commitments [Line Items] | |||
Contingent consideration | $ 175,000 | $ 0 | |
Hoozu | |||
Other Commitments [Line Items] | |||
Number of contingent installment payments | installment | 4 | ||
Contingent consideration | $ 175,000 | $ 175,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Retirement Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||
Company contribution percentage | 50% | |
Percent of employees' gross pay | 8% | |
Employers annual vesting percentage | 20% | |
Employers matching contribution, service period (in years) | 2 years | |
Total contribution expense | $ 296,607 | $ 271,512 |
Cost of revenue | ||
Other Commitments [Line Items] | ||
Total contribution expense | 77,185 | 89,418 |
Sales and marketing | ||
Other Commitments [Line Items] | ||
Total contribution expense | 75,145 | 122,800 |
General and administrative | ||
Other Commitments [Line Items] | ||
Total contribution expense | $ 144,277 | $ 59,294 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Detail) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Common stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares authorized (shares) | 2,500,000 | 2,500,000 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares authorized for repurchase | 1,000,000 | |
Number of shares repurchased during the period | 365,855 | |
Shares repurchased during the period (in dollars per share) | $ 1.23 | |
Treasury stock | $ 1,000,000 |
Stockholders' Equity - Reverse
Stockholders' Equity - Reverse Stock Split (Details) | 1 Months Ended | |
Jun. 30, 2023 shares | Dec. 31, 2023 shares | |
Share-Based Payment Arrangement [Abstract] | ||
Stock issued during period due to stock splits (in shares) | 23,789 | |
Preferred shares outstanding at reverse stock split | 0 | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) - shares | Oct. 17, 2023 | Dec. 31, 2023 | Oct. 18, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Increase in number of plan shares (in shares) | 1,800,000 | ||
Common stock, capital shares reserved for future issuance (shares) | 1,875,000 | 3,675,000 | |
Incentive compensation for employees and consultants | The Amended and Restated May 2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, capital shares reserved for future issuance (shares) | 1,595,867 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) director $ / shares shares | Dec. 31, 2022 USD ($) director shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of independent directors | director | 5 | 5 |
Equity instruments other than options, granted in period (in shares) | shares | 131,520 | 26,484 |
Stock issued for payment of services | $ 300,015 | $ 125,000 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity instruments other than options, granted in period (in shares) | shares | 131,520 | 26,484 |
Restricted stock | Equity Incentive 2011 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, fair value | $ / shares | $ 2.01 | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 0 | |
Fair value of common stock issued for future services | 0 | |
Director | Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock issued for payment of services | 300,015 | $ 125,000 |
Employees | Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock or unit expense | $ 376 | $ 6,120 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Non-Vested Restricted Stock (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Restricted stock units, nonvested grants in period | 131,520 | 26,484 | |
Restricted stock | |||
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 | 72 | 888 | |
Restricted stock units, nonvested grants in period | 131,520 | 26,484 | |
Restricted stock units, nonvested vested in period | (131,592) | (27,300) | |
Restricted stock units, nonvested ending of period | 0 | 72 | 888 |
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 | $ 5.36 | $ 7.31 | |
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 2.28 | 4.72 | |
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 2.28 | 4.80 | |
Restricted stock units, nonvested weighted average grant date fair value | $ 0 | $ 5.36 | $ 7.31 |
Restricted stock units, nonvested weighted average remaining contractual terms | 0 years | 3 months 18 days | 8 months 12 days |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Details) - USD ($) | 12 Months Ended | |||
Dec. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued for payment of services | $ 300,015 | $ 125,000 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued for payment of services, net (shares) | 491,482 | 378,709 | ||
Stock issued for payment of services | $ 1,218,922 | $ 851,475 | ||
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 3 years | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | 1,935,326 | |||
Fair value of common stock issued for future services | $ 2,214,306 | |||
Restricted stock units, nonvested weighted average remaining contractual terms | 2 years 6 months | 2 years 6 months | 1 year 2 months 12 days | |
Restricted stock units | Minimum | ||||
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) | 12 months | 12 months | ||
Restricted stock units | Maximum | ||||
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 | 48 months | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, fair value | $ 2.01 | |||
Employees | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or unit expense | $ 716,213 | $ 328,002 |
Stockholders' Equity - Restri_3
Stockholders' Equity - Restricted Stock Units Schedule (Details) - $ / shares | 12 Months Ended | |||
Dec. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Restricted stock units, nonvested grants in period | 131,520 | 26,484 | ||
Restricted stock units | ||||
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 | 329,070 | 93,994 | ||
Restricted stock units, nonvested grants in period | 338,354 | 870,191 | 344,108 | |
Restricted stock units, nonvested vested in period | (163,085) | (63,269) | ||
Restricted stock units, nonvested forfeited in period | (73,327) | (45,763) | ||
Restricted stock units, nonvested ending of period | 962,849 | 329,070 | 93,994 | |
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 | $ 3.79 | $ 3.83 | ||
Restricted stock units, nonvested grants in period, weighted average grant date fair value | 2.38 | 3.87 | ||
Restricted stock units , nonvested vested in period, weighted average grant date fair value | 3.55 | 3.52 | ||
Restricted stock units, nonvested forfeited in period, weighted average grant date fair value | 3.18 | 4.87 | ||
Restricted stock units, nonvested weighted average grant date fair value | $ 2.60 | $ 3.79 | $ 3.83 | |
Restricted stock units, nonvested weighted average remaining contractual terms | 2 years 6 months | 2 years 6 months | 1 year 2 months 12 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of individual ownership of common stock (percentage) | 10% | ||
Common shares, exercised | 586 | 17,772 | |
Intrinsic value of options exercised | $ 838 | $ 48,860 | |
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | 51,992 | ||
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value | 51,853 | ||
Stock option plan expense | $ 225,464 | $ 267,672 | |
May 2011 and August 2011 Equity Incentive Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair market value of incentive stock options | 100% | ||
Equity Incentive 2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares, exercised | 586 | 17,772 | |
Common shares outstanding | 343,601 | 415,562 | 448,204 |
Weighted average exercise price | $ 9.53 | $ 11.31 | $ 11.13 |
Common shares expected to vest | 317,228 | ||
Common shares expected to vest weighted average | $ 9.61 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 183,415 | ||
Weighted average remaining years to vest (in years) | 1 year 1 month 9 days | 1 year 8 months 12 days | 2 years 3 months 18 days |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from issuance or sale of equity | $ 563 | $ 18,027 | |
Common stock, fair value | $ 2.01 | ||
Individual Stock Ownership in Excess of 10 Percent | May 2011 and August 2011 Equity Incentive Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair market value of incentive stock options | 110% | ||
Total vesting period | Stock options | May 2011 and August 2011 Equity Incentive Plans | |||
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 | May 2011 and August 2011 Equity Incentive Plans | |||
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 | Stock options | May 2011 and August 2011 Equity Incentive Plans | |||
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options, exercised | (586) | (17,772) | |
Equity Incentive 2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning of period | 415,562 | 448,204 | |
Options, granted | 0 | 32 | |
Options, exercised | (586) | (17,772) | |
Options, expired | (71,013) | (9,349) | |
Options, forfeited | (362) | (5,553) | |
Options outstanding, end of period | 343,601 | 415,562 | 448,204 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Weighted average exercise price, beginning of period | $ 11.31 | $ 11.13 | |
Weighted average exercise price, granted | 0 | 4.60 | |
Weighted average exercise price, exercised | 0.96 | 1.01 | |
Weighted average exercise price, expired | 19.99 | 21.49 | |
Weighted average exercise price, forfeited | 7.75 | 13.12 | |
Weighted average exercise price, end of period | $ 9.53 | $ 11.31 | $ 11.13 |
Weighted average remaining life (years), outstanding | 5 years 2 months 19 days | 5 years 3 months 18 days | 6 years 4 months 24 days |
Common shares expected to vest | 317,228 | ||
Common shares expected to vest weighted average | $ 9.61 | ||
Weighted average remaining useful life exercisable | 5 years |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Nonvested Stock Option (Details) - Equity Incentive 2011 Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Common shares, nonvested beginning of period | 72,474 | 163,951 | |
Common shares, granted | 0 | 32 | |
Common shares, vested | (31,474) | (76,699) | |
Common shares, forfeited | (14,627) | (14,810) | |
Common shares, nonvested end of period | 26,373 | 72,474 | 163,951 |
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 | $ 5.80 | $ 4.88 | |
Weighted average grant date fair value, granted | 0 | 4.60 | |
Weighted average grant date fair value, vested | 9.53 | 11.36 | |
Weighted average grant date fair value, forfeited | 19.99 | 18.36 | |
Weighted average grant date fair value, nonvested end of period | $ 8.83 | $ 5.80 | $ 4.88 |
Weighted average remaining years to vest (in years) | 1 year 1 month 9 days | 1 year 8 months 12 days | 2 years 3 months 18 days |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Stock Option Assumptions (Details) - Equity Incentive 2011 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, granted | 0 | 32 |
Weighted average exercise price, granted | $ 0 | $ 4.60 |
Expected term (in years) | 5 years | |
Weighted average volatility (percentage) | 0% | |
Weighted average risk free interest rate (percentage) | 3.33% | |
Weighted average grant date fair value, granted | $ 0 | $ 4.60 |
Weighted-average expected forfeiture rate (percentage) | 37% | |
Expected dividends | 0% |
Stockholders' Equity - Induceme
Stockholders' Equity - Inducement Plan (Details) | 12 Months Ended | |||
Dec. 01, 2023 shares | Dec. 31, 2023 employee shares | Dec. 31, 2022 shares | Nov. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity instruments other than options, granted in period (in shares) | 131,520 | 26,484 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity instruments other than options, granted in period (in shares) | 338,354 | 870,191 | 344,108 | |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | 3 years | |||
Restricted stock units | Hoozu | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 1,800,000 | |||
Number of employees awarded | employee | 5 | |||
Equity instruments other than options, granted in period (in shares) | 328,354 | |||
Restricted stock units | Another Acquisition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity instruments other than options, granted in period (in shares) | 10,000 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) h shares | Dec. 31, 2022 USD ($) shares | Oct. 18, 2023 shares | Oct. 17, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | 3,675,000 | 1,875,000 | ||
Share based compensation expense | $ | $ 950,769 | $ 610,772 | ||
2014 Employee Stock Purchase Plan | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (shares) | 125,000 | |||
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) | h | 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 | $ | $ 21,250 | |||
Shares issuance limit per offering period, employee stock purchase plan (in shares) | 2,000 | |||
Fair market value of shares available for issuance (percentage) | 85% | |||
Value of shares issued | $ | $ 17,322 | $ 14,516 | ||
Stock purchase plan issuances (shares) | 9,790 | 24,428 | ||
Share based compensation expense | $ | $ 8,716 | $ 8,978 | ||
Number of shares reserved for future issuance | 80,978 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 950,769 | $ 610,772 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 89,457 | 40,895 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 145,744 | 64,010 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 715,568 | $ 505,867 |
Loss per Common Share - Schedul
Loss per Common Share - Schedule of Dilutive Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (7,349,360) | $ (4,469,498) |
Weighted average common shares outstanding - basic (in shares) | 16,368,216 | 15,549,845 |
Weighted average common shares outstanding - diluted (in shares) | 16,368,216 | 15,549,845 |
Basic loss per common share (in dollars per share) | $ (0.45) | $ (0.29) |
Diluted loss per common share (in dollars per share) | $ (0.45) | $ (0.29) |
Loss per Common Share - Sched_2
Loss per Common Share - Schedule of Anti-Dilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 880,813 | 649,854 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 309,297 | 434,104 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 571,504 | 203,272 |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12 | 12,478 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 36,214,598 | $ 41,095,937 |
Revenue from North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,427,045 | 39,826,503 |
Revenue from APAC | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 312,260 | 640,763 |
Revenue from Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,475,293 | 628,671 |
Managed Services Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 35,740,685 | 39,456,986 |
SaaS Services Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 473,913 | 1,638,951 |
Marketplace Spend Fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 44,985 | 205,809 |
License Fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 404,625 | 1,301,198 |
Other Fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 24,303 | $ 131,944 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 36,214,598 | $ 41,095,937 |
Length of contract with customers | 1 year | |
Contract liabilities | $ 8,891,205 | 11,247,746 |
Contract liabilities, revenue recognized | 9,700,000 | |
Accounts receivable, net | 5,012,373 | 5,664,727 |
Accounts receivable, originated in prior year | $ 100,000 | |
Contract length for sales commissions payment | 1 | |
Performance obligation contract term | 1 year | |
Managed Services Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 35,740,685 | $ 39,456,986 |
Managed Services Revenue | Sponsored Social Revenue - Recognized over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,400,000 | |
Managed Services Revenue | Content Revenue - Recognized at Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,300,000 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 5,012,373 | $ 5,664,727 |
Contract liabilities (unearned revenue) | $ 8,891,205 | $ 11,247,746 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 26,467,531 | $ 24,821,633 |
Accrued expenses | 196,209 | 368,384 |
Stock option and warrant expenses | 371,921 | 618,478 |
Accounts receivable | 49,140 | 38,454 |
Other | 46,214 | 179,747 |
Total deferred tax assets | 27,131,015 | 26,026,696 |
Valuation allowance | (27,105,825) | (25,919,144) |
Net deferred tax assets | 25,190 | 107,552 |
Deferred tax liabilities: | ||
Fixed and tangible assets | (10,706) | (107,552) |
Intangible assets | (409,130) | 0 |
Fixed and tangible assets | (419,836) | (107,552) |
Total deferred tax assets (liabilities) | $ (394,646) | $ 0 |
Income Taxes - Effective Rate R
Income Taxes - Effective Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | (21.00%) | (21.00%) |
Change in deferred tax asset valuation allowance | 17.80% | 23.20% |
Deferred state taxes | (3.00%) | (3.30%) |
Provision to return | (0.70%) | 0.90% |
Stock compensation | 5.70% | (0.90%) |
Non-deductible expenses: | ||
Parking, meals & entertainment | 0.10% | 0% |
ISO & Restricted stock compensation | 0.20% | 0.90% |
Change in state deferred rate | 0.50% | 1.10% |
Other | 0.50% | (0.90%) |
Income taxes at effective rates | 0.10% | 0% |
Income Taxes - Schedule Of Comp
Income Taxes - Schedule Of Components Of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current Expense (Benefit) | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total | 0 | 0 |
Deferred Expense (Benefit) | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | (6,104) | 0 |
Total | $ (6,104) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Deferred tax assets valuation allowance amount | $ 1.2 | $ 1.2 |
Limitation on taxable income | 80% | |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 99.6 | |
Operating loss carry forwards, subject to expiration | 72.4 | |
Operating loss carryforwards, not subject to expiration | 27.2 | |
State and Local Jurisdiction | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 100.7 | |
Foreign Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 1.5 |