|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
37-1530765
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
480 N. Orlando Avenue, Suite 200
Winter Park, FL
|
|
32789
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.0001 per share
|
|
The Nasdaq Capital Market
|
Large accelerated filer o
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|
Accelerated filer o
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Non-accelerated filer x
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|
Smaller reporting company x
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|
|
Emerging growth company o
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Page
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PART I
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|
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PART II
|
|
|
|
PART III
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|
|
|
PART IV
|
|
|
|
•
|
our ability to raise additional funding needed to fund our business operation in the future;
|
•
|
our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;
|
•
|
our ability to regain compliance with the requirements for continued listing of our common stock on the Nasdaq Capital Market;
|
•
|
our ability to protect our intellectual property;
|
•
|
customer cancellations;
|
•
|
our ability to maintain and grow our business;
|
•
|
results of any present or future arbitration or litigation;
|
•
|
competition in the industry;
|
•
|
variability of operating results;
|
•
|
our ability to satisfy the requirements for continued listing of our common stock on the Nasdaq Capital Market;
|
•
|
our ability to maintain and enhance our brand;
|
•
|
accuracy of tracking the number of user accounts;
|
•
|
our development and introduction of new products and services;
|
•
|
the successful integration of acquired companies, technologies and assets into our portfolio of software and services;
|
•
|
marketing and other business development initiatives;
|
•
|
general government regulation;
|
•
|
economic conditions, including as a result of health and safety concerns;
|
•
|
dependence on key personnel;
|
•
|
the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of our customers;
|
•
|
the potential liability with respect to actions taken by our existing and past employees;
|
•
|
risks associated with international sales;
|
•
|
and the other risks and uncertainties described in the Risk Factors section of this Annual Report.
|
•
|
truth-in-advertising;
|
•
|
user privacy;
|
•
|
taxation;
|
•
|
right to access personal information;
|
•
|
copyrights;
|
•
|
distribution; and
|
•
|
characteristics and quality of services.
|
•
|
changes in our industry;
|
•
|
competitive pricing pressures;
|
•
|
our ability to obtain working capital financing;
|
•
|
additions or departures of key personnel;
|
•
|
limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;
|
•
|
expiration of any Rule 144 holding periods or registration of unregistered securities issued by us;
|
•
|
sales of our common stock;
|
•
|
our ability to execute our business plan;
|
•
|
operating results that fall below expectations;
|
•
|
loss of any strategic relationship;
|
•
|
regulatory developments; and
|
•
|
economic and other external factors, including effects of the coronavirus pandemic.
|
|
Twelve Months Ended December 31,
|
|
|
||||||||||
|
2019
|
|
2018
|
|
$ Change
|
% Change
|
|||||||
Revenue
|
$
|
18,955,672
|
|
|
$
|
20,099,695
|
|
|
$
|
(1,144,023
|
)
|
(6
|
)%
|
|
|
|
|
|
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|||||||
Cost of revenue (exclusive of amortization)
|
8,521,353
|
|
|
9,042,155
|
|
|
(520,802
|
)
|
(6
|
)%
|
|||
Sales and marketing
|
6,240,263
|
|
|
6,484,320
|
|
|
(244,057
|
)
|
(4
|
)%
|
|||
General and administrative
|
9,611,131
|
|
|
8,683,911
|
|
|
927,220
|
|
11
|
%
|
|||
Depreciation and amortization
|
1,750,629
|
|
|
1,298,359
|
|
|
452,270
|
|
35
|
%
|
|||
Total costs and expenses
|
26,123,376
|
|
|
25,508,745
|
|
|
614,631
|
|
2
|
%
|
|||
Loss from operations
|
(7,167,704
|
)
|
|
(5,409,050
|
)
|
|
(1,758,654
|
)
|
33
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|||||||
Interest expense
|
(233,654
|
)
|
|
(269,473
|
)
|
|
35,819
|
|
(13
|
)%
|
|||
Change in fair value of derivatives, net
|
—
|
|
|
(11,794
|
)
|
|
11,794
|
|
(100
|
)%
|
|||
Other income (expense), net
|
111,238
|
|
|
(28,090
|
)
|
|
139,328
|
|
(496
|
)%
|
|||
Total other expense, net
|
(122,416
|
)
|
|
(309,357
|
)
|
|
186,941
|
|
(60
|
)%
|
|||
Net loss
|
$
|
(7,290,120
|
)
|
|
$
|
(5,718,407
|
)
|
|
$
|
(1,571,713
|
)
|
27
|
%
|
|
Twelve Months Ended
December 31, |
|
|
|
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
% Change
|
|||||||||||
Managed Services Revenue
|
$
|
15,432,868
|
|
81
|
%
|
|
$
|
17,594,124
|
|
88
|
%
|
|
$
|
(2,161,256
|
)
|
(12
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||||
Legacy Workflow Fees
|
156,119
|
|
1
|
%
|
|
216,173
|
|
1
|
%
|
|
(60,054
|
)
|
(28
|
)%
|
|||
Marketplace Spend Fees
|
1,270,560
|
|
7
|
%
|
|
1,080,609
|
|
5
|
%
|
|
189,951
|
|
18
|
%
|
|||
License Fees
|
1,986,285
|
|
10
|
%
|
|
1,151,242
|
|
6
|
%
|
|
835,043
|
|
73
|
%
|
|||
SaaS Services Revenue
|
3,412,964
|
|
18
|
%
|
|
2,448,024
|
|
12
|
%
|
|
964,940
|
|
39
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Other Revenue
|
109,840
|
|
1
|
%
|
|
57,547
|
|
—
|
%
|
|
52,293
|
|
91
|
%
|
|||
Total Revenue
|
$
|
18,955,672
|
|
100
|
%
|
|
$
|
20,099,695
|
|
100
|
%
|
|
$
|
(1,144,023
|
)
|
(6
|
)%
|
•
|
Legacy Workflow Fees revenue represents self-service transactions through the Ebyline platform for professional custom content workflow. This revenue has been declining year over year due to the ongoing consolidation and cutbacks in the newspaper industry, natural customer attrition and customer migration to our IZEAx platform. Revenue from Legacy Workflow Fees decreased to $156,119 for the twelve months ended December 31, 2019, compared to $216,173 for same period in 2018. With the addition of TapInfluence and its SaaS revenue model and our modifications to IZEAx which now allows marketers to purchase custom content, in addition to sponsored posts, we have migrated the last customers from the Ebyline platform into IZEAx in December 2019 and will no longer have any revenue from this source.
|
•
|
Marketplace Spend Fees revenue primarily results from marketers and partners using the IZEAx, and beginning in July 2018, the TapInfluence, platforms on a SaaS basis to distribute content for marketing and influencer marketing campaigns. We increased our revenue from Marketplace Spend Fees by $189,951 for the twelve months ended December 31, 2019 when compared with the same period of 2018, primarily as a result of our merger with TapInfluence as well as an increased investment in SaaS sales efforts. Revenue from Marketplace Spend Fees represents our net margins received on this business.
|
•
|
License Fees revenue is generated primarily through the granting of limited, non-exclusive, non-transferable licenses to customers for the use of the IZEAx and TapInfluence technology platforms for an agreed-upon subscription period. Customers license the platforms to manage their own influencer marketing campaigns. Fees for subscription or licensing services are recognized straight-line over the term of the service. License Fees revenue increased during the twelve months ended December 31, 2019 to $1,986,285, primarily as a result of the merger with TapInfluence as well as an increased investment in SaaS sales efforts, compared to $1,151,242 in the same period of the prior year.
|
|
Twelve Months Ended December 31,
|
|
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||
Managed Services Gross Billings
|
$
|
15,432,868
|
|
|
53%
|
|
$
|
17,594,124
|
|
|
59%
|
|
$
|
(2,161,256
|
)
|
|
(12)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Legacy Workflow Fees
|
2,155,550
|
|
|
8%
|
|
3,048,503
|
|
|
10%
|
|
(892,953
|
)
|
|
(29)%
|
|||
Marketplace Spend Fees
|
9,264,892
|
|
|
32%
|
|
8,127,774
|
|
|
27%
|
|
1,137,118
|
|
|
14%
|
|||
License Fees
|
1,986,285
|
|
|
7%
|
|
1,151,242
|
|
|
4%
|
|
835,043
|
|
|
73%
|
|||
SaaS Services Gross Billings
|
13,406,727
|
|
|
47%
|
|
12,327,519
|
|
|
41%
|
|
1,079,208
|
|
|
9%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other Revenue
|
109,840
|
|
|
—%
|
|
57,547
|
|
|
—%
|
|
52,293
|
|
|
91%
|
|||
Total Gross Billings
|
$
|
28,949,435
|
|
|
100%
|
|
$
|
29,979,190
|
|
|
100%
|
|
$
|
(1,029,755
|
)
|
|
(3)%
|
|
|
Twelve Months Ended December 31,
|
|
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
|
$
|
18,955,672
|
|
|
$
|
20,099,695
|
|
|
$
|
(1,144,023
|
)
|
|
(6)%
|
Plus payments made to third-party creators (1)
|
|
9,993,763
|
|
|
9,879,495
|
|
|
114,268
|
|
|
1%
|
|||
Gross billings
|
|
$
|
28,949,435
|
|
|
$
|
29,979,190
|
|
|
$
|
(1,029,755
|
)
|
|
(3)%
|
(1)
|
Payments made to third-party creators for the Legacy Workflow and Marketplace Spend components of our revenue reported on a net basis for GAAP.
|
•
|
does not include stock-based compensation expense, which is a non-cash expense, but has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
|
•
|
does not include stock issued for payment of services, which is a non-cash expense, but has been, and is expected to be for the foreseeable future, an important means for us to compensate our directors, vendors and other parties who provide us with services;
|
•
|
does not include changes in acquisition cost estimates as a result of the allocation of acquisition costs payable to compensation expense which may be a significant recurring expense for our business if we continue to make business acquisitions;
|
•
|
does not include gains or losses on the settlement of acquisition costs payable or liabilities when the stock value, as agreed upon in the agreement, varies from the market price of our stock on the settlement date. This is a non-cash expense, but was a recurring expense for our business on certain business contracts where the amounts could vary;
|
•
|
does not include unusual or expected non-recurring items such as large litigation reserves;
|
•
|
does not include depreciation and intangible assets amortization expense, impairment charges and gains or losses on disposal of equipment, which is not always a current period cash expense, but the assets being depreciated and amortized may have to be replaced in the future; and
|
•
|
does not include changes in fair value of derivatives, interest expense and other gains, losses, and expenses that we believe are not indicative of our ongoing core operating results, but these items may represent a reduction or increase in cash available to us.
|
|
Twelve Months Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(7,290,120
|
)
|
|
$
|
(5,718,407
|
)
|
Non-cash stock-based compensation
|
634,651
|
|
|
580,693
|
|
||
Non-cash stock issued for payment of services
|
141,665
|
|
|
125,000
|
|
||
Change in fair value of derivatives
|
—
|
|
|
11,794
|
|
||
Gain on settlement of acquisition costs payable
|
(602,410
|
)
|
|
(84,938
|
)
|
||
Increase (decrease) in value of acquisition costs payable
|
6,222
|
|
|
(615,845
|
)
|
||
Legal expense accrual
|
—
|
|
|
500,000
|
|
||
Interest expense
|
233,654
|
|
|
269,473
|
|
||
Depreciation and amortization
|
1,750,629
|
|
|
1,298,359
|
|
||
Impairment on intangible assets
|
418,099
|
|
|
—
|
|
||
Other non-cash items
|
18,786
|
|
|
156
|
|
||
Adjusted EBITDA
|
$
|
(4,688,824
|
)
|
|
$
|
(3,633,715
|
)
|
|
|
|
|
||||
Revenue
|
$
|
18,955,672
|
|
|
$
|
20,099,695
|
|
Adjusted EBITDA as a % of Revenue
|
(25
|
)%
|
|
(18
|
)%
|
|
Twelve Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash (used for)/provided by:
|
|
|
|
||||
Operating activities
|
$
|
(2,905,485
|
)
|
|
$
|
(5,582,480
|
)
|
Investing activities
|
(687,979
|
)
|
|
(908,609
|
)
|
||
Financing activities
|
7,509,690
|
|
|
4,552,695
|
|
||
Net increase/(decrease) in cash and cash equivalents
|
$
|
3,916,226
|
|
|
$
|
(1,938,394
|
)
|
•
|
The estimates involve matters that are highly uncertain at the time the accounting estimate is made; and
|
•
|
different estimates or changes to estimates could have a material impact on the reported financial position, changes in financial position, or results of operations.
|
Twelve Months Ended
|
|
Total Options Granted
|
|
Weighted Average Exercise Price
|
|
Weighted Average Expected Term
|
|
Weighted Average Volatility
|
|
Weighted Average Risk-Free Interest Rate
|
|
Weighted Average
Grant Date Fair Value |
|
December 31, 2018
|
|
156,084
|
|
|
$1.60
|
|
6.0 years
|
|
64.49%
|
|
2.81%
|
|
$0.96
|
December 31, 2019
|
|
586,552
|
|
|
$0.67
|
|
6.0 years
|
|
64.38%
|
|
1.92%
|
|
$0.40
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,884,629
|
|
|
$
|
1,968,403
|
|
Accounts receivable, net
|
5,596,719
|
|
|
7,071,815
|
|
||
Prepaid expenses
|
400,181
|
|
|
527,968
|
|
||
Other current assets
|
153,031
|
|
|
39,203
|
|
||
Total current assets
|
12,034,560
|
|
|
9,607,389
|
|
||
|
|
|
|
||||
Property and equipment, net
|
309,780
|
|
|
272,239
|
|
||
Goodwill
|
8,316,722
|
|
|
8,316,722
|
|
||
Intangible assets, net
|
1,611,516
|
|
|
3,149,949
|
|
||
Software development costs, net
|
1,519,980
|
|
|
1,428,604
|
|
||
Security deposits
|
151,803
|
|
|
143,174
|
|
||
Total assets
|
$
|
23,944,361
|
|
|
$
|
22,918,077
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,252,536
|
|
|
$
|
2,618,103
|
|
Accrued expenses
|
1,377,556
|
|
|
1,968,589
|
|
||
Contract liabilities
|
6,466,766
|
|
|
4,957,869
|
|
||
Line of credit
|
—
|
|
|
1,526,288
|
|
||
Right-of-use liability
|
83,807
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
17,420
|
|
||
Acquisition costs payable
|
—
|
|
|
4,611,493
|
|
||
Total current liabilities
|
10,180,665
|
|
|
15,699,762
|
|
||
|
|
|
|
||||
Finance obligation, less current portion
|
45,673
|
|
|
—
|
|
||
Total liabilities
|
10,226,338
|
|
|
15,699,762
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 7)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock; $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock; $.0001 par value; 200,000,000 shares authorized; 34,634,172 and 12,075,708, respectively, issued and outstanding
|
3,464
|
|
|
1,208
|
|
||
Additional paid-in capital
|
74,099,328
|
|
|
60,311,756
|
|
||
Accumulated deficit
|
(60,384,769
|
)
|
|
(53,094,649
|
)
|
||
Total stockholders’ equity
|
13,718,023
|
|
|
7,218,315
|
|
||
Total liabilities and stockholders’ equity
|
$
|
23,944,361
|
|
|
$
|
22,918,077
|
|
|
|
Twelve Months Ended
December 31, |
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
18,955,672
|
|
|
$
|
20,099,695
|
|
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
||
Cost of revenue (exclusive of amortization)
|
|
8,521,353
|
|
|
9,042,155
|
|
||
Sales and marketing
|
|
6,240,263
|
|
|
6,484,320
|
|
||
General and administrative
|
|
9,611,131
|
|
|
8,683,911
|
|
||
Depreciation and amortization
|
|
1,750,629
|
|
|
1,298,359
|
|
||
Total costs and expenses
|
|
26,123,376
|
|
|
25,508,745
|
|
||
|
|
|
|
|
||||
Loss from operations
|
|
(7,167,704
|
)
|
|
(5,409,050
|
)
|
||
|
|
|
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
||
Interest expense
|
|
(233,654
|
)
|
|
(269,473
|
)
|
||
Change in fair value of derivatives, net
|
|
—
|
|
|
(11,794
|
)
|
||
Other income (expense), net
|
|
111,238
|
|
|
(28,090
|
)
|
||
Total other expense, net
|
|
(122,416
|
)
|
|
(309,357
|
)
|
||
|
|
|
|
|
||||
Net loss
|
|
$
|
(7,290,120
|
)
|
|
$
|
(5,718,407
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding – basic and diluted
|
|
25,516,573
|
|
|
8,541,725
|
|
||
Basic and diluted loss per common share
|
|
$
|
(0.29
|
)
|
|
$
|
(0.67
|
)
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Accumulated
|
|
Total
Stockholders’
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Equity
|
|||||||||
Balance, December 31, 2017
|
|
5,733,981
|
|
|
$
|
573
|
|
|
$
|
52,570,432
|
|
|
$
|
(47,277,420
|
)
|
|
$
|
5,293,585
|
|
Cumulative effect of change in accounting policy to ASC 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98,822
|
)
|
|
(98,822
|
)
|
||||
Sale of securities
|
|
4,963,333
|
|
|
497
|
|
|
5,666,503
|
|
|
|
|
5,667,000
|
|
|||||
Stock issued for payment of acquisition liability
|
|
1,248,765
|
|
|
125
|
|
|
1,896,658
|
|
|
—
|
|
|
1,896,783
|
|
||||
Stock purchase plan issuances
|
|
21,366
|
|
|
2
|
|
|
17,251
|
|
|
—
|
|
|
17,253
|
|
||||
Stock issued for payment of services
|
|
30,265
|
|
|
3
|
|
|
124,997
|
|
|
—
|
|
|
125,000
|
|
||||
Stock issuance costs
|
|
—
|
|
|
—
|
|
|
(712,345
|
)
|
|
—
|
|
|
(712,345
|
)
|
||||
Stock-based compensation
|
|
77,998
|
|
|
8
|
|
|
748,260
|
|
|
—
|
|
|
748,268
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,718,407
|
)
|
|
(5,718,407
|
)
|
||||
Balance, December 31, 2018
|
|
12,075,708
|
|
|
$
|
1,208
|
|
|
$
|
60,311,756
|
|
|
$
|
(53,094,649
|
)
|
|
$
|
7,218,315
|
|
Sale of securities
|
|
14,285,714
|
|
|
1,429
|
|
|
9,998,571
|
|
|
—
|
|
|
10,000,000
|
|
||||
Stock issued for payment of acquisition liability
|
|
8,015,876
|
|
|
801
|
|
|
4,003,596
|
|
|
—
|
|
|
4,004,397
|
|
||||
Stock purchase plan issuances
|
|
26,411
|
|
|
3
|
|
|
6,976
|
|
|
—
|
|
|
6,979
|
|
||||
Stock issued for payment of services
|
|
83,826
|
|
|
8
|
|
|
141,657
|
|
|
—
|
|
|
141,665
|
|
||||
Stock issuance costs
|
|
—
|
|
|
—
|
|
|
(788,752
|
)
|
|
—
|
|
|
(788,752
|
)
|
||||
Stock-based compensation
|
|
146,637
|
|
|
15
|
|
|
425,524
|
|
|
—
|
|
|
425,539
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,290,120
|
)
|
|
(7,290,120
|
)
|
||||
Balance, December 31, 2019
|
|
34,634,172
|
|
|
$
|
3,464
|
|
|
$
|
74,099,328
|
|
|
$
|
(60,384,769
|
)
|
|
$
|
13,718,023
|
|
|
Twelve Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(7,290,120
|
)
|
|
$
|
(5,718,407
|
)
|
Adjustments to reconcile net loss to net cash used for operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
131,121
|
|
|
222,912
|
|
||
Amortization of software development costs and other intangible assets
|
1,619,508
|
|
|
1,075,447
|
|
||
Impairment of intangible assets
|
418,099
|
|
|
—
|
|
||
Loss on disposal of equipment
|
18,786
|
|
|
156
|
|
||
Provision for losses on accounts receivable
|
5,510
|
|
|
93,378
|
|
||
Stock-based compensation, net
|
634,651
|
|
|
580,693
|
|
||
Fair value of stock issued for payment of services
|
141,665
|
|
|
125,000
|
|
||
Decrease in fair value of contingent acquisition costs payable
|
—
|
|
|
(485,747
|
)
|
||
Gain on settlement of acquisition costs payable
|
(602,410
|
)
|
|
(84,938
|
)
|
||
Change in fair value of derivatives, net
|
—
|
|
|
11,794
|
|
||
Changes in operating assets and liabilities, net of effects of business acquired:
|
|
|
|
|
|
||
Accounts receivable
|
1,469,586
|
|
|
(280,420
|
)
|
||
Prepaid expenses and other current assets
|
(87,323
|
)
|
|
14,784
|
|
||
Accounts payable
|
(365,567
|
)
|
|
710,446
|
|
||
Accrued expenses
|
(466,444
|
)
|
|
(1,784,084
|
)
|
||
Contract liabilities
|
1,508,897
|
|
|
(18,368
|
)
|
||
Right-of-use asset
|
(24,024
|
)
|
|
—
|
|
||
Deferred rent
|
(17,420
|
)
|
|
(45,126
|
)
|
||
Net cash used for operating activities
|
(2,905,485
|
)
|
|
(5,582,480
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of equipment
|
(88,801
|
)
|
|
(170,175
|
)
|
||
Software development costs
|
(590,549
|
)
|
|
(755,164
|
)
|
||
Purchase of intangible assets
|
—
|
|
|
11,266
|
|
||
Security deposits
|
(8,629
|
)
|
|
5,464
|
|
||
Net cash used for investing activities
|
(687,979
|
)
|
|
(908,609
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments on acquisition liabilities
|
(156,111
|
)
|
|
(120,930
|
)
|
||
Proceeds from sale of securities
|
10,000,000
|
|
|
5,667,000
|
|
||
Proceeds from line of credit, net of repayments
|
(1,526,288
|
)
|
|
(298,283
|
)
|
||
Payments on finance obligation
|
(26,138
|
)
|
|
—
|
|
||
Proceeds from stock purchase plan issuances
|
6,979
|
|
|
17,253
|
|
||
Stock issuance costs
|
(788,752
|
)
|
|
(712,345
|
)
|
||
Net cash provided by financing activities
|
7,509,690
|
|
|
4,552,695
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
3,916,226
|
|
|
(1,938,394
|
)
|
||
Cash and cash equivalents, beginning of year
|
1,968,403
|
|
|
3,906,797
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, end of period
|
$
|
5,884,629
|
|
|
$
|
1,968,403
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
393,584
|
|
|
$
|
150,900
|
|
|
|
|
|
||||
Non-cash financing and investing activities:
|
|
|
|
|
|
||
Equipment acquired with financing arrangement
|
$
|
98,648
|
|
|
$
|
—
|
|
Common stock issued for payment of acquisition liability
|
$
|
4,004,397
|
|
|
$
|
1,896,783
|
|
Acquisition costs payable for assets acquired
|
$
|
—
|
|
|
$
|
4,384,584
|
|
Fair value of common stock issued for future services, net
|
$
|
192,550
|
|
|
$
|
449,925
|
|
Computer Equipment
|
3 years
|
Office Equipment
|
3 - 10 years
|
Furniture and Fixtures
|
5 - 10 years
|
•
|
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.
|
|
|
Twelve Months Ended
|
||
2011 Equity Incentive Plans Assumptions
|
|
December 31,
2019 |
|
December 31,
2018 |
Expected term
|
|
6 years
|
|
6 years
|
Weighted average volatility
|
|
64.38%
|
|
64.49%
|
Weighted average risk free interest rate
|
|
1.92%
|
|
2.81%
|
Expected dividends
|
|
—
|
|
—
|
Weighted average expected forfeiture rate
|
|
9.26%
|
|
9.58%
|
|
Estimated Gross Purchase Consideration
|
|
Estimated Initial Present and Fair Value
|
|
Estimated Present
and Fair Value of
Acquisition Costs
Payable
|
|
Estimated Remaining
Fair Value of
Acquisition Costs
Payable
|
||||||||
|
July 26, 2018
|
|
July 26, 2018
|
|
December 31, 2018
|
|
December 31, 2019
|
||||||||
Cash paid at closing (a)
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock paid at closing (a)
|
1,759,500
|
|
|
1,759,500
|
|
|
—
|
|
|
—
|
|
||||
Purchase price adjustment (b)
|
(439,610
|
)
|
|
(555,026
|
)
|
|
(115,416
|
)
|
|
—
|
|
||||
First deferred purchase price installment (c)
|
1,000,000
|
|
|
970,576
|
|
|
995,097
|
|
|
—
|
|
||||
Second deferred purchase price installment (c)
|
3,500,000
|
|
|
3,271,028
|
|
|
3,366,433
|
|
|
—
|
|
||||
Total
|
$
|
7,319,890
|
|
|
$
|
6,946,078
|
|
|
$
|
4,246,114
|
|
|
$
|
—
|
|
(a)
|
The aggregate consideration paid at closing for the acquisition of TapInfluence consisted of a cash payment of $1,500,000 and the issuance of 1,150,000 shares of IZEA common stock valued at $1,759,500, or $1.53 per share.
|
(b)
|
Per the terms of the Merger Agreement, the initial cash payment due at closing of $1,500,000 was to be adjusted as follows: reduced for seller transaction expenses and closing date indebtedness, increased by closing date cash and cash equivalents of TapInfluence, and reduced or increased by an estimated working capital amount. These adjustments resulted in a net reduction in the purchase price of $439,610, which included a negative estimated working capital adjustment of $181,633.
|
(c)
|
Aggregate post-acquisition date consideration consists of additional payments totaling $4,500,000, less any remaining adjustment related to the final working capital adjustment calculation. The payments were to be made in the form of cash, common stock or a combination thereof, at IZEA’s option. The first of these installments was paid in January 2019, and the second of the two installments was paid in July 2019. Following the closing, IZEA calculated the final working capital as of the closing date as a negative $297,049, which was $115,416 lower than the original estimate of negative $181,633. Therefore, the purchase price was reduced by an additional $115,416, which was deducted from the six-month installment payment paid in January 2019. On January 26, 2019, the Company issued 660,136 shares of its common stock valued at $884,583, or $1.34 per share, using a thirty (30) trading day volume-weighted average closing price (the “30-day VWAP”) as reported by the Nasdaq Capital Market prior to the issuance date. The Company recorded a $191,439 loss on the settlement of this acquisition cost payable as a result of the difference between the actual closing market price of the common stock of $1.63 on the settlement date and the 30-day average price of the common stock of $1.34 required by the Merger Agreement.
|
|
|
Pro Forma
|
||
|
|
Twelve Months Ended December 31, 2018
|
||
Pro forma revenue
|
|
$
|
22,645,356
|
|
Pro forma cost of revenue
|
|
9,418,297
|
|
|
Pro forma gross profit
|
|
$
|
13,227,059
|
|
|
|
|
||
Pro forma net loss prior to adjustments
|
|
$
|
(7,070,224
|
)
|
Pro forma adjustment to net loss:
|
|
|
||
Difference in amortization of acquired identifiable intangible assets
|
|
(569,139
|
)
|
|
Difference in amortization of acquired property and equipment
|
|
8,835
|
|
|
Acquisition-related expenses
|
|
158,795
|
|
|
Pro forma net loss combined
|
|
$
|
(7,471,733
|
)
|
|
Estimated Gross Purchase Consideration
|
|
Estimated Initial Present and Fair Value
|
|
Estimated Present
and Fair Value of
Acquisition Costs
Payable
|
|
Estimated Remaining
Fair Value of
Acquisition Costs
Payable
|
||||||||
|
July 31, 2016
|
|
July 31, 2016
|
|
December 31, 2018
|
|
December 31, 2019
|
||||||||
Cash paid at closing (a)
|
$
|
400,000
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock paid at closing (a)
|
600,000
|
|
|
600,000
|
|
|
—
|
|
|
—
|
|
||||
Guaranteed purchase price (b)
|
933,565
|
|
|
566,547
|
|
|
321,740
|
|
|
—
|
|
||||
Contingent performance payments (c)
|
2,500,000
|
|
|
230,000
|
|
|
43,639
|
|
|
—
|
|
||||
Total
|
$
|
4,433,565
|
|
|
$
|
1,796,547
|
|
|
$
|
365,379
|
|
|
$
|
—
|
|
(a)
|
The aggregate consideration paid at closing for the acquisition of ZenContent consisted of a cash payment of $400,000 and the issuance of 86,207 shares of IZEA common stock valued at $600,000.
|
(b)
|
Aggregate post-acquisition date consideration consists of (i) three equal annual installment payments totaling $1,000,000, commencing 12 months following the closing, less a reduction of $66,435 due to a customary closing date working capital adjustment (“guaranteed purchase price”), and (ii) contingent performance payments up to an aggregate of $2,500,000 over the three consecutive 12-month periods following the closing. These payments were also subject to a downward adjustment up to 30% if ZenContent’s co-founder was terminated by IZEA for cause or if she terminated her employment without good reason. As a result, the Company initially reduced its acquisition cost liability by $300,000 to be accrued as compensation expense over the three-year term rather than allocated to the initial purchase price in accordance with ASC 805-10-55-25.
|
(c)
|
The contingent performance payments were subject to ZenContent achieving certain minimum revenue thresholds over 36 months. On July 31, 2016, the Company initially determined the fair value of the $2,500,000 contingent payments to be $230,000. The fair value of the contingent performance payments was required to be revalued each quarter and was calculated using a Monte-Carlo simulation to simulate revenue over the future periods. Since the contingent consideration has an option like structure, a risk-neutral framework was considered appropriate for the valuation. The Company started with a risk-adjusted measure of forecasted revenue (using a risk-adjusted discount rate of 17%) and assumed it would follow geometric Brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company’s fair value conclusion was based on the average payment from 250,000 simulation trials. The volatility used for the simulation was 45%. The interest rate used for the simulation was the Company’s current borrowing rate of prime plus 2% at the time of valuation. The Company revised its estimate of the contingent performance payments based on the fixed payments agreed upon in the July 2018 amendment to the ZenContent Stock Purchase Agreement.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Furniture and fixtures
|
$
|
298,205
|
|
|
$
|
293,777
|
|
Office equipment
|
86,884
|
|
|
77,194
|
|
||
Computer equipment
|
455,008
|
|
|
561,812
|
|
||
Leasehold improvements
|
338,018
|
|
|
338,018
|
|
||
Total
|
1,178,115
|
|
|
1,270,801
|
|
||
Less accumulated depreciation and amortization
|
(868,335
|
)
|
|
(998,562
|
)
|
||
Property and equipment, net
|
$
|
309,780
|
|
|
$
|
272,239
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Useful Life (in years)
|
||||||||||||
|
Balance
|
|
Accumulated Amortization
|
|
Balance
|
|
Accumulated Amortization
|
|
|||||||||
Content provider networks
|
$
|
160,000
|
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
|
2
|
Trade names
|
87,000
|
|
|
87,000
|
|
|
87,000
|
|
|
66,583
|
|
|
1
|
||||
Developed technology
|
820,000
|
|
|
622,167
|
|
|
1,130,000
|
|
|
396,167
|
|
|
5
|
||||
Self-service content customers
|
2,810,000
|
|
|
1,437,778
|
|
|
2,810,000
|
|
|
571,111
|
|
|
3
|
||||
Managed content customers
|
2,140,000
|
|
|
2,140,000
|
|
|
2,140,000
|
|
|
2,071,945
|
|
|
3
|
||||
Domains
|
166,469
|
|
|
133,175
|
|
|
166,469
|
|
|
99,881
|
|
|
5
|
||||
Embedded non-compete provision
|
28,000
|
|
|
19,833
|
|
|
28,000
|
|
|
5,833
|
|
|
2
|
||||
Total
|
$
|
6,211,469
|
|
|
$
|
4,599,953
|
|
|
$
|
6,521,469
|
|
|
$
|
3,371,520
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Ebyline Intangible Assets
|
$
|
2,370,000
|
|
|
$
|
2,370,000
|
|
ZenContent Intangible Assets
|
722,000
|
|
|
722,000
|
|
||
Domains
|
166,469
|
|
|
166,469
|
|
||
TapInfluence Intangible Assets
|
2,953,000
|
|
|
3,263,000
|
|
||
Total
|
$
|
6,211,469
|
|
|
$
|
6,521,469
|
|
Less accumulated amortization
|
(4,599,953
|
)
|
|
(3,371,520
|
)
|
||
Intangible assets, net
|
$
|
1,611,516
|
|
|
$
|
3,149,949
|
|
|
|
Intangible Asset
Amortization Expense
|
||
2020
|
|
$
|
1,079,127
|
|
2021
|
|
532,389
|
|
|
Total
|
|
$
|
1,611,516
|
|
|
|
Amount
|
||
Balance on December 31, 2017
|
|
$
|
3,604,720
|
|
Acquisitions, impairments or other changes during 2018
|
|
4,712,002
|
|
|
Balance on December 31, 2018
|
|
8,316,722
|
|
|
Acquisitions, impairments or other changes during 2019
|
|
—
|
|
|
Balance on December 31, 2019
|
|
$
|
8,316,722
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Software development costs
|
$
|
2,673,017
|
|
|
$
|
2,316,515
|
|
Less accumulated amortization
|
(1,153,037
|
)
|
|
(887,911
|
)
|
||
Software development costs, net
|
$
|
1,519,980
|
|
|
$
|
1,428,604
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued payroll liabilities
|
$
|
1,202,765
|
|
|
$
|
1,200,651
|
|
Accrued litigation expenses
|
—
|
|
|
406,916
|
|
||
Accrued refund owed
|
—
|
|
|
215,000
|
|
||
Accrued taxes
|
117,698
|
|
|
91,667
|
|
||
Current portion of finance obligation
|
26,837
|
|
|
—
|
|
||
Accrued other
|
30,256
|
|
|
54,355
|
|
||
Total accrued liabilities
|
$
|
1,377,556
|
|
|
$
|
1,968,589
|
|
2020
|
$
|
113,516
|
|
Total minimum lease payments
|
$
|
113,516
|
|
Restricted Stock
|
Common Shares
|
Weighted Average
Grant Date Fair Value |
Weighted Average
Remaining Years to Vest |
|||
Nonvested at December 31, 2017
|
11,799
|
|
$
|
4.52
|
|
3.8
|
Granted
|
115,763
|
|
4.24
|
|
|
|
Vested
|
(62,078
|
)
|
4.51
|
|
|
|
Forfeited
|
(7,500
|
)
|
5.52
|
|
|
|
Nonvested at December 31, 2018
|
57,984
|
|
$
|
3.70
|
|
1.4
|
Granted
|
120,512
|
|
1.60
|
|
|
|
Vested
|
(139,157
|
)
|
2.24
|
|
|
|
Forfeited
|
(8,057
|
)
|
3.18
|
|
|
|
Nonvested at December 31, 2019
|
31,282
|
|
$
|
2.15
|
|
1.9
|
Restricted Stock Units
|
Common Shares
|
Weighted Average
Grant Date Fair Value |
Weighted Average
Remaining Years to Vest |
|||
Nonvested at December 31, 2017
|
—
|
|
$
|
—
|
|
0
|
Granted
|
160,000
|
|
1.04
|
|
|
|
Vested
|
—
|
|
—
|
|
|
|
Forfeited
|
—
|
|
—
|
|
|
|
Nonvested at December 31, 2018
|
160,000
|
|
$
|
1.04
|
|
1.0
|
Granted
|
410,437
|
|
0.40
|
|
|
|
Vested
|
(149,290
|
)
|
0.79
|
|
|
|
Forfeited
|
(54,335
|
)
|
1.04
|
|
|
|
Nonvested at December 31, 2019
|
366,812
|
|
$
|
0.42
|
|
3.2
|
Options Outstanding
|
Common Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
(Years)
|
|||
Outstanding at December 31, 2017
|
1,049,503
|
|
|
$
|
5.97
|
|
|
6.0
|
Granted
|
156,084
|
|
|
1.60
|
|
|
|
|
Expired
|
(63,013
|
)
|
|
6.29
|
|
|
|
|
Forfeited
|
(102,097
|
)
|
|
6.66
|
|
|
|
|
Outstanding at December 31, 2018
|
1,040,477
|
|
|
$
|
5.23
|
|
|
6.5
|
Granted
|
586,552
|
|
|
0.67
|
|
|
|
|
Expired
|
(147,313
|
)
|
|
7.59
|
|
|
|
|
Forfeited
|
(121,879
|
)
|
|
2.70
|
|
|
|
|
Outstanding at December 31, 2019
|
1,357,837
|
|
|
$
|
3.24
|
|
|
7.2
|
|
|
|
|
|
|
|||
Exercisable at December 31, 2019
|
757,058
|
|
|
$
|
4.88
|
|
|
5.7
|
Nonvested Options
|
Common Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Weighted Average
Remaining Years
to Vest
|
|||
Nonvested at December 31, 2017
|
323,077
|
|
|
$
|
2.64
|
|
|
2.7
|
Granted
|
156,084
|
|
|
0.96
|
|
|
|
|
Vested
|
(137,206
|
)
|
|
2.80
|
|
|
|
|
Forfeited
|
(41,445
|
)
|
|
2.88
|
|
|
|
|
Nonvested at December 31, 2018
|
300,510
|
|
|
$
|
0.80
|
|
|
2.4
|
Granted
|
586,552
|
|
|
0.40
|
|
|
|
|
Vested
|
(197,202
|
)
|
|
1.44
|
|
|
|
|
Forfeited or expired
|
(89,081
|
)
|
|
0.80
|
|
|
|
|
Nonvested at December 31, 2019
|
600,779
|
|
|
$
|
0.64
|
|
|
3.0
|
Period Ended
|
|
Total Stock Options Granted
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Expected Term
|
|
Weighted-Average Volatility
|
|
Weighted-Average Risk-Free Interest Rate
|
|
Weighted-Average
Grant Date Fair Value |
December 31, 2018
|
|
156,084
|
|
$1.60
|
|
6 years
|
|
64.49%
|
|
2.81%
|
|
$0.96
|
December 31, 2019
|
|
586,552
|
|
$0.67
|
|
6 years
|
|
64.38%
|
|
1.92%
|
|
$0.40
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cost of revenue
|
|
$
|
42,467
|
|
|
$
|
19,344
|
|
Sales and marketing
|
|
$
|
82,627
|
|
|
$
|
73,776
|
|
General and administrative
|
|
$
|
509,557
|
|
|
$
|
487,573
|
|
Total stock-based compensation
|
|
$
|
634,651
|
|
|
$
|
580,693
|
|
|
|
Twelve Months Ended
|
||||||
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Net loss
|
|
$
|
(7,290,120
|
)
|
|
$
|
(5,718,407
|
)
|
Weighted average shares outstanding - basic and diluted
|
|
25,516,573
|
|
|
8,541,725
|
|
||
Basic and diluted loss per common share
|
|
$
|
(0.29
|
)
|
|
$
|
(0.67
|
)
|
|
|
Twelve Months Ended
|
||||
|
|
December 31,
2019 |
|
December 31,
2018 |
||
Stock options
|
|
1,222,305
|
|
|
1,042,644
|
|
Restricted stock units
|
|
281,365
|
|
|
5,260
|
|
Restricted stock
|
|
96,747
|
|
|
—
|
|
Warrants
|
|
73,996
|
|
|
480,886
|
|
Total excluded shares
|
|
1,674,413
|
|
|
1,528,790
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Managed Services Revenue
|
|
$
|
15,432,868
|
|
|
$
|
17,594,124
|
|
|
|
|
|
|
||||
Legacy Workflow Fees
|
|
156,119
|
|
|
216,173
|
|
||
Marketplace Spend Fees
|
|
1,270,560
|
|
|
1,080,609
|
|
||
License Fees
|
|
1,986,285
|
|
|
1,151,242
|
|
||
SaaS Services Revenue
|
|
3,412,964
|
|
|
2,448,024
|
|
||
|
|
|
|
|
||||
Other Revenue
|
|
109,840
|
|
|
57,547
|
|
||
Total Revenue
|
|
$
|
18,955,672
|
|
|
$
|
20,099,695
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
$
|
5,596,719
|
|
|
$
|
7,071,815
|
|
Contract liabilities (unearned revenue)
|
$
|
6,466,766
|
|
|
$
|
4,957,869
|
|
|
December 31,
2019 |
December 31,
2018 |
||||
Deferred tax assets:
|
|
|
||||
Net operating loss carry forwards
|
$
|
21,425,000
|
|
$
|
19,731,000
|
|
Accrued expenses
|
177,000
|
|
292,000
|
|
||
Stock option and warrant expenses
|
462,000
|
|
479,000
|
|
||
Accounts receivable
|
28,000
|
|
73,000
|
|
||
Deferred rent
|
(6,000
|
)
|
6,000
|
|
||
Other
|
11,000
|
|
—
|
|
||
Total deferred tax assets
|
22,097,000
|
|
20,581,000
|
|
||
Valuation allowance
|
(21,661,000
|
)
|
(19,749,000
|
)
|
||
Net deferred tax assets
|
436,000
|
|
832,000
|
|
||
|
|
|
||||
Deferred tax liabilities:
|
|
|
||||
Fixed and tangible assets
|
(436,000
|
)
|
(832,000
|
)
|
||
Total deferred tax liabilities
|
(436,000
|
)
|
(832,000
|
)
|
||
|
|
|
||||
Total deferred tax assets (liabilities)
|
$
|
—
|
|
$
|
—
|
|
|
Twelve Months Ended
December 31, |
|||
|
2019
|
2018
|
||
Federal income tax at statutory rates
|
(21.0
|
)%
|
(21.0
|
)%
|
Change in deferred tax asset valuation allowance
|
21.5
|
%
|
19.1
|
%
|
Deferred state taxes
|
(4.9
|
)%
|
(2.1
|
)%
|
Non-deductible expenses:
|
|
|
||
Change in value of acquisition liability
|
0.4
|
%
|
1.8
|
%
|
ISO & Restricted stock compensation
|
1.3
|
%
|
1.7
|
%
|
Change in state & federal deferred rate
|
2.4
|
%
|
—
|
%
|
Other
|
0.3
|
%
|
0.5
|
%
|
Income taxes (benefit) at effective rates
|
—
|
%
|
—
|
%
|
Name
|
|
Age
|
|
Position
|
Edward H. (Ted) Murphy
|
|
43
|
|
Founder, Chairman of the Board, President and Chief Executive Officer
|
Ryan S. Schram
|
|
39
|
|
Chief Operating Officer and Director
|
LeAnn C. Hitchcock
|
|
50
|
|
Interim Chief Financial Officer
|
Brian W. Brady
|
|
61
|
|
Director, Nominating Committee Chairman
|
John H. Caron
|
|
62
|
|
Director
|
Lindsay A. Gardner
|
|
59
|
|
Director
|
Daniel R. Rua
|
|
51
|
|
Director, Compensation Committee Chairman
|
Patrick J. Venetucci
|
|
51
|
|
Director, Audit Committee Chairman
|
•
|
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
•
|
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
•
|
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
•
|
found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards ($)
|
Option Awards ($) (1)
|
Non-Equity Incentive Plan Compen-sation ($) (2)
|
All Other Compen-sation
($) (3)
|
Total
($)
|
|||||||
Edward H. (Ted) Murphy (4)
|
2019
|
243,547
|
|
—
|
|
195,597
|
|
59,810
|
|
118,605
|
|
814
|
|
618,373
|
|
President and Chief Executive Officer
|
2018
|
242,261
|
|
—
|
|
46,715
|
|
62,975
|
|
126,521
|
|
814
|
|
479,286
|
|
Ryan S. Schram (5)
|
2019
|
259,784
|
|
—
|
|
6,124
|
|
8,758
|
|
128,415
|
|
305
|
|
403,386
|
|
Chief Operating Officer
|
2018
|
258,412
|
|
—
|
|
35,960
|
|
22,498
|
|
165,134
|
|
305
|
|
482,309
|
|
LeAnn C. Hitchcock (6)
|
2019
|
70,624
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
70,624
|
|
Interim Chief Financial Officer
|
2018
|
187,941
|
|
—
|
|
13,800
|
|
—
|
|
5,153
|
|
407
|
|
207,301
|
|
Troy J. Vanke (7)
|
2019
|
136,982
|
|
—
|
|
145
|
|
—
|
|
4,952
|
|
—
|
|
142,079
|
|
Former Chief Financial Officer
|
2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2)
|
Bonus amounts paid in 2019 and 2018 consisted of incentive compensation payable pursuant to each individual’s employment agreement are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
|
(3)
|
Represents insurance premiums paid by IZEA with respect to life insurance for the benefit of the Named Executive Officer.
|
(4)
|
For the year ended December 31, 2018, Mr. Murphy was awarded cash bonuses totaling $43,201. Additionally, Mr. Murphy's annual stock option award on November 30, 2018 was capped at 40,000 shares with a fair value of $32,966. Therefore, the Board elected to pay the $117,034 difference in fair value with a 50% cash bonus of $58,517. At the election of the Board, Mr. Murphy also received cash payments totaling $24,803 (or 50% of the fair value of the required quarterly stock bonuses) that were unable to be paid with stock options due to the annual stock option issuance cap. We paid $103,962 of the 2018 cash bonuses in 2019. For the year ended December 31, 2019, Mr. Murphy was awarded cash bonuses totaling $35,686. Additionally, Mr. Murphy's annual stock option award on on August 27, 2019 was capped at 200,000 shares with a fair value of $34,422. Therefore, the Board elected to pay the $165,578 difference in fair value with a cash payment of $82,918 and 258,312 restricted stock units with an initial fair value of $82,660 vesting in equal monthly installments over 48 months from issuance on August 29, 2019. We paid $103,962 of the 2018 cash bonuses in 2019. We paid $12,262 of the 2019 cash bonuses in 2020. See Employment Agreements below for details on Mr. Murphy's total compensation plan.
|
(5)
|
Mr. Schram's annual stock option award on January 1, 2018 was capped at 6,667 shares with a fair value of $17,636 Therefore, the Board elected to pay the $7,364 difference in fair value with a 50% cash bonus of $3,682. At the election of the Board, Mr. Schram also received cash bonuses totaling $4,530 (or 50% of the fair value of the required
|
(6)
|
LeAnn C. Hitchcock served as our Chief Financial Officer until her resignation date effective as of August 15, 2018. After her resignation, she provided financial consulting services for us, as needed, and was appointed as our Interim Chief Financial Officer effective December 9, 2019.
|
(7)
|
Troy Vanke was appointed as our Chief Financial Officer effective February 18 2019, and served as our Chief Financial Officer until his resignation on August 30, 2019.
|
|
|
Option Awards
|
||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options:
Exercisable
(#)
|
|
Number of Securities Underlying Unexercised Options:
Unexercisable (#)
|
|
Option Exercise Price
($) (1)
|
|
Option Expiration Date
|
||||
Edward H. (Ted) Murphy
|
|
25,000
|
|
|
—
|
|
|
$
|
5.00
|
|
|
3/1/2023
|
President and Chief Executive Officer
|
|
9,384
|
|
|
—
|
|
|
$
|
5.00
|
|
|
3/1/2023
|
|
|
219,949
|
|
|
—
|
|
|
$
|
5.00
|
|
|
8/15/2023
|
|
|
40,000
|
|
|
—
|
|
|
$
|
5.20
|
|
|
12/26/2024
|
|
|
7,300
|
|
|
—
|
|
|
$
|
7.80
|
|
|
4/1/2025
|
|
|
3,108
|
|
|
—
|
|
|
$
|
8.40
|
|
|
7/1/2025
|
|
|
3,307
|
|
|
—
|
|
|
$
|
8.00
|
|
|
10/1/2025
|
|
|
37,388
|
|
|
—
|
|
|
$
|
7.80
|
|
|
11/30/2025
|
|
|
7,778
|
|
|
519
|
|
(2)
|
$
|
6.91
|
|
|
3/30/2026
|
|
|
5,077
|
|
|
462
|
|
(2)
|
$
|
5.75
|
|
|
5/16/2026
|
|
|
6,883
|
|
|
1,175
|
|
(2)
|
$
|
7.22
|
|
|
8/16/2026
|
|
|
4,855
|
|
|
1,444
|
|
(2)
|
$
|
4.72
|
|
|
11/17/2026
|
|
|
30,833
|
|
|
9,167
|
|
(3)
|
$
|
4.75
|
|
|
11/30/2026
|
|
|
9,797
|
|
|
4,452
|
|
(4)
|
$
|
4.20
|
|
|
3/31/2027
|
|
|
7,677
|
|
|
4,210
|
|
(4)
|
$
|
2.75
|
|
|
5/12/2027
|
|
|
586
|
|
|
27,527
|
|
(2)
|
$
|
1.95
|
|
|
8/14/2027
|
|
|
20,833
|
|
|
19,167
|
|
(3)
|
$
|
4.65
|
|
|
11/30/2027
|
|
|
4,995
|
|
|
7,625
|
|
(2)
|
$
|
1.34
|
|
|
6/5/2028
|
|
|
6,260
|
|
|
12,519
|
|
(2)
|
$
|
1.10
|
|
|
8/16/2028
|
|
|
2,329
|
|
|
6,272
|
|
(2)
|
$
|
1.46
|
|
|
11/16/2028
|
|
|
10,833
|
|
|
29,167
|
|
(3)
|
$
|
1.33
|
|
|
11/30/2028
|
|
|
37,500
|
|
|
162,500
|
|
(3)
|
$
|
1.06
|
|
|
4/23/2029
|
|
|
5,978
|
|
|
24,765
|
|
(5)
|
$
|
0.65
|
|
|
5/14/2029
|
|
|
6,379
|
|
|
51,035
|
|
(5)
|
$
|
0.42
|
|
|
8/14/2029
|
|
|
20,834
|
|
|
179,166
|
|
(3)
|
$
|
0.31
|
|
|
8/27/2029
|
|
|
|
|
|
|
|
|
|
||||
Ryan S. Schram
|
|
5,000
|
|
|
—
|
|
|
$
|
5.00
|
|
|
3/1/2023
|
Chief Operating Officer
|
|
3,750
|
|
|
—
|
|
|
$
|
5.00
|
|
|
3/1/2023
|
|
|
6,667
|
|
|
—
|
|
|
$
|
5.60
|
|
|
1/2/2025
|
|
|
1,217
|
|
|
—
|
|
|
$
|
7.80
|
|
|
4/1/2025
|
|
|
511
|
|
|
—
|
|
|
$
|
8.40
|
|
|
7/1/2025
|
|
|
560
|
|
|
—
|
|
|
$
|
8.00
|
|
|
10/1/2025
|
|
|
6,355
|
|
|
—
|
|
|
$
|
7.60
|
|
|
1/1/2026
|
|
|
1,297
|
|
|
86
|
|
(2)
|
$
|
6.91
|
|
|
3/30/2026
|
|
|
846
|
|
|
77
|
|
(2)
|
$
|
5.75
|
|
|
5/16/2026
|
|
|
1,147
|
|
|
196
|
|
(2)
|
$
|
7.22
|
|
|
8/16/2026
|
|
|
809
|
|
|
241
|
|
(2)
|
$
|
4.72
|
|
|
11/17/2026
|
|
|
5,000
|
|
|
1,667
|
|
(3)
|
$
|
4.51
|
|
|
1/1/2027
|
|
|
1,633
|
|
|
742
|
|
(2)
|
$
|
4.20
|
|
|
3/31/2027
|
|
|
1,608
|
|
|
804
|
|
(2)
|
$
|
2.75
|
|
|
5/12/2027
|
|
|
89
|
|
|
4,166
|
|
(2)
|
$
|
1.95
|
|
|
8/14/2027
|
|
|
3,334
|
|
|
3,333
|
|
(3)
|
$
|
4.52
|
|
|
1/1/2028
|
|
|
1,109
|
|
|
1,693
|
|
(2)
|
$
|
1.34
|
|
|
6/5/2028
|
|
|
1,080
|
|
|
2,161
|
|
(2)
|
$
|
1.10
|
|
|
8/16/2028
|
|
|
169
|
|
|
455
|
|
(2)
|
$
|
1.46
|
|
|
11/16/2028
|
|
|
1,667
|
|
|
5,000
|
|
(3)
|
$
|
0.98
|
|
|
1/1/2029
|
|
|
949
|
|
|
5,560
|
|
(2)
|
$
|
0.65
|
|
|
5/14/2029
|
|
|
797
|
|
|
8,772
|
|
(2)
|
$
|
0.42
|
|
|
8/14/2029
|
|
|
|
|
|
|
|
|
|
||||
LeAnn C. Hitchcock
|
|
125
|
|
|
—
|
|
|
$
|
5.00
|
|
|
3/1/2023
|
Interim Chief Financial Officer
|
|
|
|
—
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Troy J. Vanke
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
None
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
(1)
|
Unless otherwise indicated, the option exercise price represents the closing price of our common stock on the date of grant. Each of these grants has a ten-year term, indicating that the grant date was 10 years prior to the indicated Option Expiration Date.
|
(2)
|
Represents the unvested portion of annual or quarterly bonus awards based on Key Performance Indicators, vesting in equal monthly installments over four years subsequent to the grant date.
|
(3)
|
Represents the unvested portion of annual stock options granted pursuant to an employment agreement and vesting in equal monthly installments over four years subsequent to the grant date.
|
(4)
|
As a result of quarterly and annual bonus awards based on Key Performance Indicators, Mr. Murphy received incentive stock options on March 31, 2017 and May 12, 2017, totaling 26,136 shares. These options were subject to the approval of an increase in shares in our Equity Incentive Plan, which was approved on June 21, 2017. These options vested as to 1,139 shares on June 30, 2017. The remainder of the incentive stock options granted on March 31, 2017 vest over 45 equal monthly installments of approximately 297 shares thereafter, and the remainder of the incentive stock options granted on May 12, 2017 vest over 27 equal monthly installments of approximately 248 shares thereafter.
|
(5)
|
Represents the unvested portion of annual or quarterly bonus awards based on Key Performance Indicators, vesting in equal monthly installments over three years subsequent to the grant date.
|
|
|
Stock Awards
|
|||||
Name
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) |
|||
Edward H. (Ted) Murphy
|
(1)
|
1,172
|
|
|
$
|
277
|
|
President and Chief Executive Officer
|
(1)
|
3,614
|
|
|
$
|
855
|
|
|
(1)
|
12,616
|
|
|
$
|
2,985
|
|
|
(1)
|
4,531
|
|
|
$
|
1,072
|
|
|
(2)
|
102,074
|
|
|
$
|
24,151
|
|
|
(2)
|
231,404
|
|
|
$
|
54,750
|
|
|
|
|
|
|
|||
Ryan S. Schram
|
(3)
|
276
|
|
|
$
|
65
|
|
Chief Operating Officer
|
(3)
|
602
|
|
|
$
|
142
|
|
|
(3)
|
2,258
|
|
|
$
|
534
|
|
|
(3)
|
3,713
|
|
|
$
|
878
|
|
|
|
|
|
|
|||
LeAnn C. Hitchcock
|
|
—
|
|
|
$
|
—
|
|
Interim Chief Financial Officer
|
|
|
|
|
|||
|
|
|
|
|
|||
Troy J. Vanke
|
|
—
|
|
|
$
|
—
|
|
Former Chief Financial Officer
|
|
|
|
|
(1)
|
We issued 2,812 shares and 7,543 shares of restricted stock to Mr. Murphy for stock amounts owed on his second and third quarter 2017 performance bonus on August 14, 2017 and November 9, 2017, respectively. The stock was initially valued at $36,411 and vests in equal monthly installments over 48 months from issuance. On May 3, 2018, we issued 21,628 shares of restricted stock for stock amounts owed on Mr. Murphy’s 2017 annual performance bonus. On March 28, 2019, we issued 27,184 shares of restricted stock for stock amounts owed on Mr. Murphy’s 2018 annual performance bonus. The stock was initially valued at $36,427 and vests in equal monthly installments over 12 months from issuance. As of December 31, 2019, 21,933 issued shares of restricted stock are unvested with a total market value of $5,189 based on the closing stock price of $0.2366 on December 31, 2019.
|
(2)
|
On May 17, 2019, we issued 131,235 restricted stock units, which convert to an equal number common stock shares upon vesting, for stock amounts owed on Mr. Murphy’s 2019 stock bonus award under his employment agreement. The stock was initially valued at $76,510 and vests in equal monthly installments over 36 months from issuance. On August 29, 2019, we issued 258,312 restricted stock units for stock amounts owed on Mr. Murphy’s annual stock bonus award under his employment agreement. The stock was initially valued at $82,660 and vests in equal monthly installments over 36 months from issuance. As of December 31, 2019, 333,478 issued shares of restricted stock are unvested with a total market value of $78,901 based on the closing stock price of $0.2366 on December 31, 2019.
|
(3)
|
We issued 662 shares and 1,257 shares of restricted stock on August 14, 2017 and November 9, 2017, respectively, to Mr. Schram for stock amounts owed on his second and third quarter 2017 performance bonus. The stock was initially valued at $6,446 and vests in equal monthly installments over 48 months from issuance. On May 3, 2018, we issued 3,870 shares of restricted stock for stock amounts owed on Mr. Schram’s 2017 annual performance bonus. The stock was initially valued at $8,360 and vests in equal monthly installments over 48 months from issuance. On March 28, 2019, we issued 4,570 shares of restricted stock for stock amounts owed on Mr. Schram’s 2018 annual performance bonus. The stock was initially valued at $6,124 and vests in equal monthly installments over 48 months from issuance. As of December 31, 2019, 6,849 issued shares of restricted stock are unvested with a total market value of $1,620 based on the closing stock price of $0.2366 on December 31, 2019.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
|
(a)
|
(b)
|
(c)(1)
|
||||
Equity compensation plans approved by security holders
|
1,357,837
|
|
$
|
3.24
|
|
2,339,244
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
|
Total
|
1,357,837
|
|
$
|
3.24
|
|
2,339,244
|
|
Name
|
Fees Earned or Paid in Cash
($)
|
Stock Awards ($)
|
Option Awards ($)
|
Total
($)
|
||||
Brian W. Brady (1)
|
26,000
|
|
25,000
|
|
—
|
|
51,000
|
|
John H. Caron (2)
|
30,000
|
|
25,000
|
|
—
|
|
55,000
|
|
Lindsay A. Gardner (3)
|
26,000
|
|
25,000
|
|
—
|
|
51,000
|
|
Jill M. Golder (4)
|
22,000
|
|
16,665
|
|
—
|
|
38,665
|
|
Daniel R. Rua (5)
|
30,000
|
|
25,000
|
|
—
|
|
55,000
|
|
Patrick J. Venetucci (6)
|
27,000
|
|
25,000
|
|
—
|
|
52,000
|
|
(1)
|
On August 7, 2012, we appointed Brian W. Brady to our Board. In 2019, Mr. Brady received 14,793 shares of restricted stock originally valued at $25,000 upon issuance. The value of these shares was expensed as the shares vested in equal monthly installments from January through December 2019. Mr. Brady also received cash compensation of $26,000 in accordance with the non-employee director compensation program effected in March 2013.
|
(2)
|
On April 13, 2015, we appointed John H. Caron to our Board. In 2019, Mr. Caron received 14,793 shares of restricted stock originally valued at $25,000 upon issuance. The value of these shares was expensed as the shares vested in equal monthly installments from January through December 2019. Mr. Caron also received cash compensation of $30,000 in accordance with the non-employee director compensation program effected in March 2013.
|
(3)
|
On December 10, 2013, we appointed Lindsay A. Gardner to our Board. In 2019, Mr. Gardner received 14,793 shares of restricted stock originally valued at $25,000 upon issuance. The value of these shares was expensed as the shares vested in equal monthly installments from January through December 2019. Mr. Gardner also received cash compensation of $26,000 in accordance with the non-employee director compensation program effected in March 2013.
|
(4)
|
On May 26, 2015, we appointed Jill M. Golder to our Board. In 2019, Ms. Golder received 14,793 shares of restricted stock originally valued at $25,000 upon issuance. Upon her resignation effective September 12, 2019, Ms. Golder forfeited 4,932 unvested shares of restricted stock with an initial value of $8,335. The value of these shares was expensed as the shares vested in equal monthly installments from January through August 2019. Ms. Golder also received cash compensation of $22,000 in accordance with the non-employee director compensation program effected in March 2013.
|
(5)
|
On July 31, 2012, we reappointed Daniel R. Rua to our Board. In 2019, Mr. Rua received 14,793 shares of restricted stock originally valued at $25,000 upon issuance. The value of these shares was expensed as the shares vested in equal monthly installments from January through December 2019. Mr. Rua also received cash compensation of $30,000 in accordance with the non-employee director compensation program effected in March 2013.
|
(6)
|
On December 18, 2018, we appointed Patrick J. Venetucci to our Board. Mr. Venetucci received 14,793 shares of restricted stock originally valued at $25,000 upon issuance. The value of these shares was expensed as the shares vested in equal monthly installments from January through December 2019. Mr. Rua also received cash compensation of $30,000 in accordance with the non-employee director compensation program effected in March 2013.
|
•
|
An annual board retainer fee of $25,000 to be paid in restricted stock each calendar year earned equally over the year of service.
|
•
|
A cash retainer fee of $20,000 per year, payable in cash or restricted stock.
|
•
|
Reimbursement of actual and necessary travel and related expenses in connection with attending in-person Board meetings.
|
•
|
A $1,000 per meeting fee for all meetings of the Board, subject to a $6,000 annual cap.
|
•
|
A $1,000 per Audit Committee meeting fee, subject to a $4,000 annual cap.
|
•
|
each person or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding common stock;
|
•
|
each of our directors and named executive officers; and,
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Shares Beneficially Owned
|
|
Percentage of Common Stock
Beneficially Owned (1)
|
||
Executive Officers and Directors:
|
|
|
|
|
||
Edward H. (Ted) Murphy (2)
|
|
964,672
|
|
|
2.7
|
%
|
Ryan S. Schram (3)
|
|
83,899
|
|
|
*
|
|
LeAnn C. Hitchcock (4)
|
|
12,557
|
|
|
*
|
|
Troy J. Vanke (5)
|
|
43,080
|
|
|
*
|
|
Brian W. Brady (6)
|
|
1,527,588
|
|
|
4.4
|
%
|
John H. Caron (7)
|
|
136,067
|
|
|
*
|
|
Lindsay A. Gardner (8)
|
|
196,658
|
|
|
*
|
|
Daniel R. Rua (9)
|
|
131,734
|
|
|
*
|
|
Patrick J. Venetucci (10)
|
|
97,918
|
|
|
—
|
%
|
All executive officers and directors as a group (9 persons) (11)
|
|
3,194,173
|
|
|
8.9
|
%
|
(1)
|
Applicable percentage of ownership for each holder is based on 35,077,660 shares outstanding as of March 27, 2020.
|
(2)
|
Includes 345,572 outstanding common shares, exercisable stock options to purchase 601,044 shares of common stock, and 18,056 restricted stock units expected to vest within the 60 days under our May 2011 Equity Incentive Plan.
|
(3)
|
Includes 29,257 outstanding common shares, exercisable stock options to purchase 51,100 shares of common stock, and 3,542 restricted stock units expected to vest within the 60 days under our May 2011 Equity Incentive Plan.
|
(4)
|
Includes 12,432 outstanding common shares and exercisable stock options to purchase 125 shares of common stock under our May 2011 Equity Incentive Plan.
|
(5)
|
Includes 43,080 outstanding common shares.
|
(6)
|
Includes 1,517,081 outstanding common shares and exercisable stock options to purchase 10,507 shares of common stock under our May 2011 Equity Incentive Plan.
|
(7)
|
Includes 133,567 outstanding common shares and exercisable stock options to purchase 2,500 shares of common stock under our May 2011 Equity Incentive Plan.
|
(8)
|
Includes 195,504 outstanding common shares and exercisable stock options to purchase 1,154 shares of common stock under our May 2011 Equity Incentive Plan.
|
(9)
|
Includes 122,144 outstanding common shares and exercisable stock options to purchase 9,590 shares of common stock under our May 2011 Equity Incentive Plan.
|
(10)
|
Includes 92,918 outstanding common shares and exercisable stock options to purchase 5,000 shares of common stock under our May 2011 Equity Incentive Plan.
|
(11)
|
For all executive officers and directors as a group, this amount includes 2,491,155 outstanding common shares, exercisable stock options to purchase 681,020 shares of common stock and 21,598 restricted stock units expected to vest within the 60 days under our Equity Incentive Plans as further detailed in footnotes (2) through (10) above.
|
|
Twelve Months Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Audit Fees (1)
|
$
|
255,589
|
|
|
$
|
301,220
|
|
Audit-Related Fees (2)
|
—
|
|
|
33,000
|
|
||
Tax Fees (3)
|
28,534
|
|
|
25,414
|
|
||
All Other Fees (4)
|
—
|
|
|
—
|
|
||
Total
|
$
|
284,123
|
|
|
$
|
359,634
|
|
(1)
|
“Audit Fees” means the aggregate fees billed by the principal accountant for each of the last two fiscal years for professional services rendered for the audit and review of financial statements.
|
(2)
|
“Audit-Related Fees” means the aggregate fees billed by the principal accountant in each of the last two fiscal years for assurance and related services reasonably related to the performance of the audit or review of financial statements.
|
(3)
|
“Tax Fees” means the aggregate fees billed by the principal accountant in each of the last two fiscal years for professional services for tax compliance. No tax advice or tax planning services were rendered by the principal accountant.
|
(4)
|
“All Other Fees” means the aggregate fees billed by the principal accountant in each of the last two fiscal years for products and services other than those reported above.
|
(a)
|
The following documents are filed as part of this Annual Report:
|
(1)
|
Financial Statements (see “Consolidated Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference).
|
(2)
|
Financial Statement Schedules (Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto).
|
(3)
|
Exhibits
|
Exhibit Number
|
Description
|
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
2.5
|
|
|
2.6
|
|
|
3.1
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3.2
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3.3
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3.4
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3.5
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3.6
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3.7
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3.8
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3.9
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3.10
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*
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4.1
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*
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10.1
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(a)
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10.2
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10.3
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(a)
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10.4
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(a)
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10.5
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(a)
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10.6
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(a)
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10.7
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(a)
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10.8
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10.9
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10.10
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(a)
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10.11
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(a)
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21.1
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*
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23.1
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*
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31.1
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*
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31.2
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*
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32.1
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* (b)
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32.2
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* (b)
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101
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* (c)
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The following materials from IZEA Worldwide, Inc.'s Annual Report for the year ended December 31, 2019 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders' Equity, (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to the Consolidated Financial Statements.
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*
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Filed or furnished herewith.
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(a)
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Denotes management contract or compensatory plan or arrangement.
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(b)
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In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.
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(c)
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In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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IZEA Worldwide, Inc.
a Nevada corporation |
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March 30, 2020
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By:
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/s/ Edward H. Murphy
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Edward H. Murphy
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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March 30, 2020
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By:
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/s/ LeAnn C. Hitchcock
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LeAnn C. Hitchcock
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Edward H. Murphy
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March 30, 2020
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Edward H. Murphy
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President, Chief Executive Officer and Chairman of the Board
|
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(Principal Executive Officer)
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/s/ LeAnn C. Hitchcock
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March 30, 2020
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LeAnn C. Hitchcock
|
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Interim Chief Financial Officer
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(Principal Financial and Accounting Officer)
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/s/ Ryan S. Schram
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March 30, 2020
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Ryan S. Schram
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Chief Operating Officer and Director
|
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/s/ Brian W. Brady
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March 30, 2020
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Brian W. Brady
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Director
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/s/ John H. Caron
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March 30, 2020
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John H. Caron
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Director
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/s/ Lindsay A. Gardner
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March 30, 2020
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Lindsay A. Gardner
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Director
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/s/ Daniel R. Rua
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March 30, 2020
|
Daniel R. Rua
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Director
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/s/ Patrick J. Venetucci
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March 30, 2020
|
Patrick J. Venetucci
|
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Director
|
|
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/s/ Edward H. Murphy
|
|
Edward H. Murphy
|
|
Chairman, President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ LeAnn C. Hitchcock
|
|
LeAnn C. Hitchcock
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
/s/ Edward H. Murphy
|
|
Edward H. Murphy
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ LeAnn C. Hitchcock
|
|
LeAnn C. Hitchcock
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|