Stockholders' Equity | STOCKHOLDERS’ EQUITY Authorized Shares The Company has 50,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $0.0001 per share. 500,000 shares of preferred stock are designated as Series A Junior Participating Preferred Stock. 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. During the repurchase program, the Company 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. On June 28, 2024, the Company announced that its Board of Directors had authorized a $10.0 million share repurchase program of the Company’s common stock. The repurchase program is subject to market conditions and the Company’s inside trading windows. As of September 30, 2024, 21,983 shares had been repurchased under the program with an average price per share of $2.5955, for a total of $57,057. On September 30, 2024, the Company entered into an agreement adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The agreement, which assists the Company in implementing its stock repurchase programs, provides for the purchase of up to $9.9 million, the remaining amount under its $10.0 million share repurchase program. Purchases may commence on November 1, 2024, and terminate on the earliest of May 15, 2025, until the aggregate number of shares are repurchased or upon certain other events. Purchases will be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management. Equity Incentive Plan 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 September 30, 2024, the Company had 354,775 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 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 in installments on the last day of each quarter and vested immediately. In the three and nine months ended September 30, 2024, the Company issued its seven independent directors a total of 28,748 and 93,133 shares of restricted common stock, respectively, with an aggregate grant date valuation of $229,063 for their service as directors of the Company. Approximately $75,000 worth of shares are granted on the last day of each quarter and vest immediately. The following table contains summarized information about restricted stock issued during the year ended December 31, 2023 and the nine months ended September 30, 2024: Restricted Stock Common Shares Weighted Average Weighted Average 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 Granted 93,133 2.46 Vested (93,133) 2.46 Nonvested at September 30, 2024 — $ — 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 $79,057 and $75,003 during the three months ended September 30, 2024, and 2023, respectively and $229,063 and $225,012 during the nine months ended September 30, 2024, and 2023, respectively. There was no expense recognized on restricted stock issued to employees during the three months ended September 30, 2024, and 2023, respectively and $0 and $376 during the nine months ended September 30, 2024, and 2023, respectively. On September 30, 2024, the fair value of the Company’s common stock was approximately $2.75 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 September 30, 2024, 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 nine months ended September 30, 2024, the Company issued a total of 804,800 restricted stock units initially valued at $1,843,989 to non-executive employees as additional incentive compensation. The restricted stock units vest between 12 and 36 months from issuance. During the nine months ended September 30, 2024, the Company issued a total of 822,860 restricted stock units initially valued at $1,821,588 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 year ended December 31, 2023 and the nine months ended September 30, 2024: Restricted Stock Units Common Shares Weighted Average Weighted Average 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 Granted 1,627,660 2.25 Vested (1) (790,560) 2.54 Forfeited (282,798) 2.41 Nonvested at September 30, 2024 1,517,151 $ 2.29 1.4 (1) During the quarter ended September 30, 2024, the Company announced the departure of two executives. In accordance with their separation agreements, all outstanding equity awards, including stock options and restricted stock units (RSUs), held by the departing executives vested immediately upon separation, resulting in the vesting of 523,683 RSUs. Expense recognized on restricted stock units issued to employees was $1,502,854 and $183,665 during the three months ended September 30, 2024 and 2023, respectively and $2,153,453 and $464,964 during the nine months ended September 30, 2024 and 2023, respectively. On September 30, 2024, the fair value of the Company’s common stock was approximately $2.75 per share and the intrinsic value on the non-vested restricted units was $4,172,165. Future compensation related to the non-vested restricted stock units as of September 30, 2024 is $3,042,415 and it is estimated to be recognized over the weighted-average vesting period of approximately 1.4 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 year ended December 31, 2023, and the nine months ended September 30, 2024, is presented below: Options Outstanding Common Shares Weighted Average Weighted Average Outstanding at December 31, 2022 415,562 $ 11.31 5.3 Exercised (586) 0.96 Expired (71,013) 19.99 Forfeited (362) 7.75 Outstanding at December 31, 2023 343,601 $ 9.53 5.2 Exercised (6,040) 1.23 Expired (483) 7.11 Forfeited (517) 9.19 Outstanding at September 30, 2024 336,561 $ 9.54 0.6 Exercisable at September 30, 2024 334,535 $ 9.67 0.6 During the nine months ended September 30, 2024, 6,040 options were exercised for gross proceeds of $13,482. The intrinsic value of the exercised options was $7,974. During the nine months ended September 30, 2023, 0 options were exercised for gross proceeds of $0. The intrinsic value of the exercised options was $0. The fair value of the Company's common stock on September 30, 2024 was approximately $2.75 per share, and the intrinsic value on outstanding options as of September 30, 2024 was $91,849. The intrinsic value of the exercisable options as of September 30, 2024 was $91,849. A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the year ended December 31, 2023, and the nine months ended September 30, 2024, is presented below: Nonvested Options Common Shares Weighted Average Weighted Average Nonvested at December 31, 2022 72,474 $ 5.80 1.7 Vested (31,474) 9.53 Forfeited (14,627) 19.99 Nonvested at December 31, 2023 26,373 $ 8.83 1.1 Vested (23,830) 9.69 Forfeited (517) 9.19 Nonvested at September 30, 2024 2,026 $ 9.69 0.6 There were outstanding options to purchase 336,561 shares with a weighted average exercise price of $9.54 per share, of which options to purchase 334,535 shares were exercisable with a weighted average exercise price of $9.67 per share as of September 30, 2024. Expense recognized on stock options issued to employees during the nine months ended September 30, 2024 and 2023 was $171,897 and $172,773, respectively and $75,418 and $53,649 for the three months ended September 30, 2024 and 2023, respectively. Future compensation related to non-vested awards as of September 30, 2024 is $17,481, and it is estimated to be recognized over the weighted-average vesting period of approximately 0.6 years. No stock options were granted under the 2011 Equity Incentive Plan in the nine months ended September 30, 2024 and 2023. Inducement Plan On November 30, 2023, the 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 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 from Zuberance consisting of 10,000 time-based RSUs as an inducement award material to such employee’s entering into employment with IZEA. On May 3, 2024, a total of 91,209 inducement shares, originally awarded on December 1, 2023, were forfeited as a result of an individual’s voluntary separation from the Company. On July 24, 2024, the Board of Directors of IZEA approved a grant of 169,357 time-based RSUs under the Inducement Plan. This grant is intended as an inducement for the employee to join IZEA in connection with the acquisition of TRA. On September 30, 2024 the grant of 169,357 time-based RSUs was rescinded due to the exit of TRA from IZEA Worldwide, Inc. As of September 30, 2024, an aggregate of 247,145 performance-based and time-based RSU awards have been granted in conjunction with our acquisitions, none of which have vested. Time-Based Performance Based Total Granted 179,355 318,354 497,709 Forfeited (179,355) (91,209) (270,564) Non-Vested — 227,145 227,145 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. The stock compensation expense on ESPP Options was $965 and $2,039 for the three months ended September 30, 2024, and 2023, respectively. The stock compensation expense on ESPP options was $3,006 and $4,638 for the nine months ended September 30, 2024, and 2023, respectively. As of September 30, 2024, there were 77,931 remaining shares of common stock available for future issuance under the ESPP. Shareholder Rights Plan On May 28, 2024, the Board of Directors declared a dividend to the holders of the Company’s common stock outstanding at the close of business on June 7, 2024 (the “Record Date”) of one preferred share purchase right (a “Right”) for each share of common stock. Each Right initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Shares”), at a price of $8.25 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a rights agreement (the “Rights Agreement”), dated May 28, 2024 between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the “Rights Agent”). Initially, the Rights are attached to all common stock certificates outstanding as of the Record Date, and evidenced by such shares being registered in the name of the holder thereof together with the Summary of Rights (as defined in the Rights Agreement), and no separate certificates evidencing the Rights (“Right Certificates”) will be issued. The Rights Agreement provides that, until the Distribution Date (as defined below), or earlier expiration or redemption of the Rights, (i) the Rights will be transferred with and only with the common stock, (ii) new common share certificates issued after the Record Date or upon transfer or new issuance of common stock will contain a legend incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for common stock outstanding as of the Record Date, even without such legend or a copy of the Summary of Rights, will also constitute the transfer of the Rights associated with the common stock represented by such certificate. The Rights would separate and begin trading separately from the common stock, and Right Certificates will be caused to evidence the rights on the earlier to occur of (i) the close of business on the tenth (10th) business day after a public announcement that a person or group of affiliated or associated persons (with certain exceptions noted below, an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding common stock and (ii) the close of business on the tenth (10th) business day after the commencement by any person of, or of the first public announcement of the intention of any person to commence, a tender or exchange offer the consummation of which would result in such person becoming the beneficial owner of 15% or more of the outstanding shares of common stock (the earlier of such dates being called the “Distribution Date”). As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the “Rights Certificates”) will be mailed to holders of record of common stock as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. “Acquiring Person” shall not include (i) any person who became an “Acquiring Person” as a result of the events described in (i) through (v) of Section 1 of the Rights Agreement, (ii) any Excluded Persons or Grandfathered Persons, each as defined under the Rights Agreement and (iii) any Exempt Persons (as defined below). The Rights are not exercisable until the Distribution Date. The Rights will expire at the earliest of (i) the close of business on May 28, 2025 or such later date as may be established by the Board of the Company prior to the expiration of the Rights, (ii) the time at which the Rights are redeemed or exchanged by the Company, and (iii) upon the occurrence of certain transactions. This description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 28, 2024. 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 Company and Summary of Significant Accounting Policies.” Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three and nine months ended September 30, 2024 and 2023 was recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cost of revenue 82,608 $ 24,202 191,053 $ 59,457 Sales and marketing 50,567 44,761 171,774 92,352 General and administrative (1) 1,446,061 170,390 1,965,529 490,943 Total stock-based compensation $ 1,579,236 $ 239,353 $ 2,328,356 $ 642,752 (1) During the quarter ended September 30, 2024, the Company announced the departure of two executives. In accordance with their separation agreements, all outstanding equity awards, including stock options and restricted stock units (RSUs), held by the departing executives vested immediately upon separation, resulting in an additional $1.1 million in stock expense being recognized. Accumulated Other Comprehensive Income (Loss) We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2024, and 2023, respectively, was as follows: Three Months Ended Three Months Ended Unrealized Gain (Loss) on Securities Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Unrealized Gain (Loss) on Securities Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balance at June 30 $ (99,784) $ (12,302) $ (112,086) $ (644,515) $ — $ (644,515) Other comprehensive income (loss) 84,855 (94,195) (9,340) 131,198 — 131,198 Balance at September 30 $ (14,929) $ (106,497) $ (121,426) $ (513,317) $ — $ (513,317) Nine Months Ended Nine Months Ended Unrealized Gain (Loss) on Securities Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Unrealized Gain (Loss) on Securities Currency Translation Adjustment Total Accumulated Other Comprehensive Income Balance at December 31 $ (250,591) $ — $ (250,591) $ (780,795) $ — $ (780,795) Other comprehensive income (loss) 235,662 (106,497) 129,165 267,478 — 267,478 Balance at September 30 $ (14,929) $ (106,497) $ (121,426) $ (513,317) $ — $ (513,317) |