PART I ~~- FINANCIAL INFORMATION~~

ITEM 1 -– FINANCIAL STATEMENTS

IZEA Worldwide, Inc.

Unaudited Consolidated Balance Sheets


	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	11,347,070	$	75,433,295
Accounts receivable, net	7,578,983		7,599,103
Prepaid expenses	2,879,569		2,257,382
Short term investments	33,069,694		—
Other current assets	17,976		100,522
Total current assets	54,893,292		85,390,302

Property and equipment, net	92,067		155,185
Goodwill	4,016,722		4,016,722
Intangible assets, net	72,536		213,263
Software development costs, net	1,085,177		1,019,600
Long term investments	$	25,854,040	$	—
Total assets	$	86,013,834	$	90,795,072

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,801,973	$	2,086,892
Accrued expenses	2,421,462		2,502,882
Contract liabilities	9,531,237		11,338,095
Current portion of notes payable	31,068		—
Total current liabilities	13,785,740		15,927,869

Finance obligation, less current portion	—		10,420
Notes payable, less current portion	—		31,648
Total liabilities	13,785,740		15,969,937

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; 62,206,467 and 62,044,883, respectively, issued, and outstanding	6,221		6,205
Additional paid-in capital	148,769,056		148,452,498
Accumulated deficit	(76,279,701)		(73,633,568)
Accumulated other comprehensive income (loss)	(267,482)		—
Total stockholders’ equity	72,228,094		74,825,135
Total liabilities and stockholders’ equity	$	86,013,834	$	90,795,072

September 30,
2017 December 31,
2016
Assets
Current:
Cash and cash equivalents $ 3,447,998
$ 5,949,004
Accounts receivable, net 5,253,423
3,745,695
Prepaid expenses 414,619
322,377
Other current assets 27,606
11,940
Total current assets 9,143,646
10,029,016

Property and equipment, net 310,277
460,650
Goodwill 3,604,720
3,604,720
Intangible assets, net 914,816
1,662,536
Software development costs, net 1,004,905
1,103,959
Security deposits 157,427
161,736
Total assets $ 15,135,791
$ 17,022,617

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 1,680,422
$ 1,438,389
Accrued expenses 1,888,985
1,242,889
Unearned revenue 3,750,617
3,315,563
Line of credit 810,376
—
Current portion of deferred rent 41,886
34,290
Current portion of acquisition costs payable 619,834
1,252,885
Total current liabilities 8,792,120
7,284,016

Deferred rent, less current portion 29,187
62,547
Acquisition costs payable, less current portion 477,718
688,191
Warrant liability —
—
Total liabilities 9,299,025
8,034,754

Commitments and Contingencies —
—

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; 5,709,626 and 5,456,118, respectively, issued and outstanding 571
545
Additional paid-in capital 52,370,539
50,797,039
Accumulated deficit (46,534,344 ) (41,809,721 )
Total stockholders’ equity 5,836,766
8,987,863

Total liabilities and stockholders’ equity $ 15,135,791
$ 17,022,617

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Operations

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016

Revenue $ 8,154,674
$ 7,496,972
$ 21,337,401
$ 19,876,611
Cost of sales 3,758,621
3,927,279
10,396,328
10,447,035
Gross profit 4,396,053
3,569,693
10,941,073
9,429,576

Operating expenses:

General and administrative 2,687,266
2,454,555
8,021,420
7,559,302
Sales and marketing 2,342,002
2,584,287
7,666,720
7,556,664
Total operating expenses 5,029,268
5,038,842
15,688,140
15,115,966

Loss from operations (633,215 ) (1,469,149 ) (4,747,067 ) (5,686,390 )

Other income (expense):

Interest expense (15,058 ) (25,511 ) (45,406 ) (58,261 )
Change in fair value of derivatives, net 45,160
(14,705 ) 36,122
14,568
Other income (expense), net 44,308
(2,238 ) 31,728
(485 )
Total other income (expense), net 74,410
(42,454 ) 22,444
(44,178 )

Net loss $ (558,805 ) $ (1,511,603 ) $ (4,724,623 ) $ (5,730,568 )

Weighted average common shares outstanding – basic and diluted 5,702,297
5,420,020
5,659,423
5,357,119
Basic and diluted loss per common share $ (0.10 ) $ (0.28 ) $ (0.83 ) $ (1.07 )
and Comprehensive Loss


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	12,577,011	$	6,416,451	$	21,467,347	$	11,944,617

Costs and expenses:
Cost of revenue	7,211,922		3,208,690		12,391,646		5,666,475
Sales and marketing	2,289,769		2,302,869		4,810,112		4,381,192
General and administrative	3,378,988		2,659,578		6,881,423		5,194,725
Depreciation and amortization	138,492		363,924		277,321		729,453
Total costs and expenses	13,019,171		8,535,061		24,360,502		15,971,845

Loss from operations	(442,160)		(2,118,610)		(2,893,155)		(4,027,228)

Other income (expense):
Interest expense	(815)		(8,739)		(1,780)		(22,532)
Other income (expense), net	273,085		1,968,944		248,802		1,998,418
Total other income (expense), net	272,270		1,960,205		247,022		1,975,886

Net Loss	$	(169,890)	$	(158,405)	$	(2,646,133)	$	(2,051,342)

Other comprehensive income
Unrealized (gain) loss on securities held	267,482		—		267,482		—
Total other comprehensive income	267,482		—		267,482		—

Total comprehensive income (loss)	$	(437,372)	$	(158,405)	$	(2,913,615)	$	(2,051,342)

Weighted average common shares outstanding – basic and diluted	62,206,467		61,386,913		62,158,650		58,874,526
Basic and diluted net loss per common share	$	—	$	—	$	(0.04)	$	(0.03)

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

IZEA Worldwide, Inc.

Unaudited Consolidated ~~Statement~~Statements of Stockholders’ Equity

Three Months Ended June 30, 2022 and 2021


	Common Stock			Additional Paid-In		Accumulated		Other Comprehensive		Total Stockholders’
	Shares	Amount		Capital		Deficit		Income (Loss)		Equity
Balance, March 31, 2022	62,112,054	$	6,211	$	148,590,356	$	(76,109,811)	—		$	72,486,756
Stock purchase plan & option exercise issuances	33,076	3		12,024		—		—		12,027
Stock issued for payment of services	26,490	3		31,256		—		—		31,259
Stock-based compensation	56,392	7		156,699		—		—		156,706
Shares withheld to cover statutory taxes	(21,545)	(3)		(21,279)		—		—		(21,282)
Net income (loss)	—	—		—		(169,890)		—		(169,890)
Unrealized loss on securities held	—	—		—		—		(267,482)		(267,482)
Balance, June 30, 2022	62,206,467	$	6,221	$	148,769,056	$	(76,279,701)	$	(267,482)	$	72,228,094

Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares Amount Capital Deficit Equity
Balance, December 31, 2016 5,456,118
$ 545
$ 50,797,039
$ (41,809,721 ) $ 8,987,863
Stock issued for payment of acquisition liability 200,542
20
928,021
—
928,041
Stock purchase plan issuances 9,998
1
16,231
—
16,232
Stock issued for payment of services 42,968
5
130,519
—
130,524
Stock issuance costs —
—
(10,913 ) —
(10,913 )
Stock-based compensation —
—
509,642
—
509,642
Net loss —
—
—
(4,724,623 ) (4,724,623 )
Balance, September 30, 2017 5,709,626
$ 571
$ 52,370,539
$ (46,534,344 ) $ 5,836,766


	Common Stock			Additional Paid-In		Accumulated		Other Comprehensive		Total Stockholders’
	Shares	Amount		Capital		Deficit		Income (Loss)		Equity
Balance, March 31, 2021	59,123,449	$	5,912	$	135,919,529	$	(72,385,884)	$	—	$	63,539,557
Sale of securities	2,484,393	249		12,186,427		—		—		12,186,676
Stock purchase plan & option exercise issuances	135,141	14		45,928		—		—		45,942
Stock issued for payment of services	7,716	—		37,544		—		—		37,544
Stock issuance costs	—	—		(333,878)		—		—		(333,878)
Stock-based compensation	77,420	8		206,186		—		—		206,194
Shares withheld to cover statutory taxes	(18,546)	(2)		(55,384)		—		—		(55,386)
Net income (loss)	—	—		—		(158,405)		—		(158,405)
Balance, June 30, 2021	61,809,573	$	6,181	$	148,006,352	$	(72,544,289)	$	—	$	75,468,244

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of ~~Cash Flows~~

Stockholders’ Equity

Nine Months Ended
September 30,
2017 2016
Cash flows from operating activities:
Net loss $ (4,724,623 ) $ (5,730,568 )
Adjustments to reconcile net loss to net cash used for operating activities:

Depreciation and amortization 163,597
190,338
Amortization of software development costs and other intangible assets 932,234
744,725
Gain on disposal of equipment (5,462 ) (484 )
Provision for losses on accounts receivable 44,827
155,000
Stock-based compensation 509,642
576,144
Fair value of stock and warrants issued or to be issued for payment of services 143,536
107,440
Increase (decrease) in fair value of contingent acquisition costs payable 62,000
—
Gain on settlement of acquisition costs payable (10,491 ) —
Change in fair value of derivatives, net (36,122 ) (14,568 )
Changes in operating assets and liabilities, net of effects of business acquired:

Accounts receivable (1,552,555 ) (472,612 )
Prepaid expenses and other current assets (84,798 ) (51,792 )
Accounts payable 242,033
263,706
Accrued expenses 679,104
(142,156 )
Unearned revenue 435,054
161,967
Deferred rent (25,764 ) (2,948 )
Net cash used for operating activities (3,227,788 ) (4,215,808 )

Cash flows from investing activities:
Purchase of equipment (7,762 ) (121,651 )
Increase in software development costs (85,460 ) (304,790 )
Acquisition, net of cash acquired —
(329,468 )
Security deposits 4,309
(42,637 )
Net cash used for investing activities (88,913 ) (798,546 )

Cash flows from financing activities:

Proceeds from line of credit 810,376
—
Proceeds from stock purchase plan issuances 16,232
34,587
Stock issuance costs (10,913 ) (22,493 )
Payments on capital lease obligations —
(7,291 )
Net cash from financing activities 815,695
4,803

Net decrease in cash and cash equivalents (2,501,006 ) (5,009,551 )
Cash and cash equivalents, beginning of year 5,949,004
11,608,452

Cash and cash equivalents, end of period $ 3,447,998
$ 6,598,901

Supplemental cash flow information:

Cash paid during the period for interest $ 29,700
$ 21,230

Non-cash financing and investing activities:

Acquisition costs paid through issuance of common stock $ 938,532
$ 1,448,832
Fair value of common stock issued for future services $ 23,110
$ 31,962
Six Months Ended June 30, 2022 and 2021


	Common Stock			Additional Paid-In		Accumulated		Accumulated Other Comprehensive		Total Stockholders’
	Shares	Amount		Capital		Deficit		Income (Loss)		Equity
Balance, December 31, 2021	62,044,883	$	6,205	$	148,452,498	$	(73,633,568)	$	—	$	74,825,135
Stock purchase plan & option exercise issuances	38,076	4		18,723		—		—		18,727
Stock issued for payment of services	52,950	5		62,477		—		—		62,482
Stock-based compensation	105,589	11		273,887		—		—		273,898
Shares withheld to cover statutory taxes	(35,031)	(4)		(38,529)		—		—		(38,533)
Net income (loss)	—	—		—		(2,646,133)				(2,646,133)
Unrealized loss on securities held	—	—		—				(267,482)		(267,482)
Balance, June 30, 2022	62,206,467	$	6,221	$	148,769,056	$	(76,279,701)	$	(267,482)	$	72,228,094


	Common Stock			Additional Paid-In		Accumulated		Accumulated Other Comprehensive		Total Stockholders’
	Shares	Amount		Capital		Deficit		Income (Loss)		Equity
Balance, December 31, 2020	50,050,167	$	5,005	$	102,416,131	$	(70,492,947)	$	—	$	31,928,189
Sale of securities	11,186,084	1,119		46,543,569		—		—		46,544,688
Stock purchase plan & option exercise issuances	136,651	14		48,072		—		—		48,086
Stock issued for payment of services	14,892	1		72,239		—		—		72,240
Stock issuance costs	—	—		(1,080,835)		—		—		(1,080,835)
Stock-based compensation	604,323	60		404,120		—		—		404,180
Shares withheld to cover statutory taxes	(182,544)	(18)		(396,944)		—		—		(396,962)
Net loss	—	—		—		(2,051,342)		—		(2,051,342)
Balance, June 30, 2021	61,809,573	$	6,181	$	148,006,352	$	(72,544,289)	$	—	$	75,468,244

See accompanying notes to the ~~unaudited~~ consolidated financial statements.

IZEA Worldwide, Inc.

Unaudited Consolidated Statements of Cash Flows


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(2,646,133)	$	(2,051,342)
Adjustments to reconcile net loss to net cash used for operating activities:
(Gain) on the forgiveness of debt	—		(1,927,220)
Impairment of digital assets	140,727		—
Depreciation and amortization	65,528		65,687
Amortization of software development costs and other intangible assets	211,793		663,766
Stock-based compensation	273,898		404,180
Fair value of stock issued for payment of services	62,482		72,240
(Gain) loss on disposal of equipment	18,555		(7,790)
Changes in operating assets and liabilities:
Accounts receivable	20,121		(925,744)
Prepaid expenses and other current assets	(539,639)		(788,813)
Accounts payable	(284,920)		(403,584)
Accrued expenses	(82,325)		193,795
Contract liabilities	(1,806,859)		1,563,121
Net cash used for operating activities	(4,566,772)		(3,141,704)
Cash flows from investing activities:
Purchase of short term investments	(33,069,694)		—
Purchase of long term investments	(26,121,522)		—
Purchase of equipment	(31,310)		(29,689)
Proceeds from sale of equipment	10,344		8,924
Software development costs	(277,369)		—
Net cash used for investing activities	(59,489,551)		(20,765)
Cash flows from financing activities:
Proceeds from sale of securities	—		46,544,688
Proceeds from stock purchase plan and option exercise issuances	18,727		48,086
Payments on finance obligation	(10,096)		(8,336)
Stock issuance costs	—		(1,080,835)
Payments on shares withheld for statutory taxes	(38,533)		(341,576)
Net cash provided by (used for) financing activities	(29,902)		45,162,027

Net increase (decrease) in cash and cash equivalents	(64,086,225)		41,999,558
Cash and cash equivalents, beginning of period	75,433,295		33,045,225
Cash and cash equivalents, end of period	$	11,347,070	$	75,044,783

Supplemental cash flow information:
Interest paid	$	1,894	$	5,610

See accompanying notes to the consolidated financial statements.

IZEA Worldwide, Inc.

Notes to the ~~Unaudited~~ Consolidated Financial Statements

NOTE 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Unaudited Interim Financial Information~~Nature of Business

IZEA Worldwide, Inc. (“IZEA,” “we,” “us,” or “our”) creates and operates online marketplaces that connect marketers, including brands, agencies, and publishers, with content creators such as bloggers and tweeters (“creators”). Our technology brings the marketers and creators together, enabling their transactions to be completed at scale by managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing.

We help power the creator economy, allowing everyone from college students and stay-at-home individuals to celebrities and accredited journalists the opportunity to monetize their content, creativity, and influence through our marketers. IZEA compensates these creators for producing unique content such as long and short-form text, videos, photos, status updates, and illustrations for marketers or distributing such content on behalf of marketers through their websites, blogs, and social media channels.

We provide value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. While the majority of the marketers engage us to perform these services (the “Managed Services”) on their behalf, they may also use our marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing our technology.

Our primary technology platform, The IZEA Exchange (“IZEAx”), is designed to provide a unified ecosystem that enables the creation and publication of multiple types of custom content through our creators’ websites, blogs, and social media channels, including, among others, Twitter, Facebook, YouTube, Twitch, and Instagram. We extensively use this platform to manage influencer marketing campaigns on behalf of our marketers. This platform is also available directly to our marketers as a self-service tool and a licensed white label product. IZEAx was engineered from the ground up to replace all of our previous platforms with an integrated offering that is improved and more efficient.

In 2020, we launched two new platforms, BrandGraph and Shake. BrandGraph is a social media intelligence platform offering marketers an analysis of share-of-voice, engagement benchmarking, category spending estimates, influencer identification, and sentiment analysis.The BrandGraph platform maps and classifies the complex hierarchy of corporation-to-brand relationships by category and associates social content with brands through a proprietary content analysis engine. Shake is an online marketplace where buyers can quickly and easily hire creators of all types for influencer marketing, photography, design, and other digital services. The Shake platform is aimed at digital creatives seeking freelance “gig” work. Creator’s list available “Shakes” in their accounts on the platform. Marketers select and purchase creative packages from them through a streamlined chat experience, assisted by ShakeBot - a proprietary artificial intelligence assistant.

Impact of COVID-19

The COVID-19 pandemic impacted our operations, sales, and finances beginning in 2020. To protect the health and safety of our employees, we took precautionary action and directed all staff to work from home effective March 16, 2020. We allowed the leases for our company headquarters and temporary office spaces to expire at the end of their terms throughout 2020. We have not experienced any major declines in operating efficiency in our remote working environment and have decided to continue our work-from-home policy indefinitely as a virtual-first employer.

We will continue to monitor the COVID-19 situation actively and may take further actions altering the business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our future financial results.

Basis of Presentation

The accompanying consolidated balance sheet as of ~~September~~June 30, ~~2017,~~2022, the consolidated statements of operations and comprehensive loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, the consolidated ~~statement~~statements of stockholders' equity for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022 and 2021, and the consolidated statements of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of its financial position at such dates and its results of operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States ("GAAP"). The consolidated balance sheet as of December 31, ~~2016~~2021 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the ~~Securities and Exchange Commission ("SEC"),~~SEC, does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, ~~2016~~2021, included in the Company's Annual Report on Form 10-K filed with the SEC on March ~~28, 2017.~~31, 2022.

~~Nature of Business~~

IZEA Worldwide, Inc. ~~(together with its wholly-owned subsidiaries, "we," "us," "our," "IZEA" or~~

Notes to the "Company") was founded in February 2006 under the name PayPerPost, Inc. and became a public company incorporated in the state of Nevada in May 2011. In January 2015, IZEA purchased all of the outstanding shares of capital stock of Ebyline, Inc. (“Ebyline”) and in July 2016, IZEA purchased all the outstanding shares of capital stock of ZenContent, Inc. ("ZenContent"). Both of these entities now operate as wholly-owned subsidiaries under IZEA, Inc. On March 9, 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary, incorporated in Ontario, Canada to operate as a sales office for IZEA's Canadian customers and partners. The Company is headquartered near Orlando, Florida with additional offices in Illinois, California and Canada and a sales presence in New York, Michigan and Massachusetts.Consolidated Financial Statements

The Company operates online marketplaces that facilitate transactions between marketers and influential content creators. These creators are compensated by IZEA for producing and distributing unique content such as long-form text, videos, photos, illustrations, and status updates on behalf of marketers through websites, blogs and social media channels. Marketers receive influential consumer content and engaging, shareable stories that drive awareness.

~~The Company's primary technology platform, the IZEA Exchange (“IZEAx”), enables transactions to be completed at scale through the management of custom content development, creator search and targeting, bidding, analytics, and payment processing.~~ ~~IZEAx~~ is designed to provide a unified ecosystem that enables the creation of multiple types of content including blog posts, status updates, videos and photos through a wide variety of social channels including blogs, Twitter, Facebook, Instagram and Tumblr, among others.

~~In addition to~~ ~~IZEAx~~, the Company operates the Ebyline technology platform, which it acquired in January 2015. The Ebyline platform is a self-service content marketplace which was originally designed to replace editorial newsrooms located within newspapers with a “virtual newsroom” to handle their content workflow.

Principles of Consolidation

The ~~unaudited~~ consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned ~~subsidiaries, Ebyline after its acquisition on January 31, 2015, ZenContent, Inc. after its acquisition on July 31, 2016, and IZEA Canada, Inc. after its formation in March 2016.~~subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The ~~unaudited~~preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to the magnitude and duration of COVID-19, the extent to which it impacts worldwide macroeconomic conditions, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 30, 2022, and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included but were not limited to estimates related to revenue, the accounting for potential liabilities and accrued expenses, the assumptions utilized in valuing stock-based compensation issued for services, the realization of deferred tax assets, and assessments of impairment related to long-lived assets, intangible assets, and goodwill. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts on the Company’s consolidated financial statements ~~were prepared using~~in future reporting periods.

Despite the ~~acquisition method~~Company’s efforts, the ultimate impact of ~~accounting with IZEA considered~~COVID-19 depends on factors beyond the ~~accounting acquirer~~Company’s knowledge or control, including the duration and severity of ~~Ebyline~~the outbreak, as well as third-party actions taken to contain its spread and ~~ZenContent. Under~~mitigate its public health effects. As a result, the ~~acquisition method of accounting,~~Company is unable to estimate the ~~purchase price is allocated~~full extent to ~~the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.~~

which COVID-19 will negatively impact its financial results or liquidity.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with aan original maturity of three months or less from the date of purchase to be cash equivalents. The FDIC insures deposits made to the Company bank accounts up to $250,000. The CDIC insures deposits made to the Company bank account in Canada up to CAD 100,000. Deposit balances exceeding these limits were approximately $11.1 million and $74.9 million as of June 30, 2022 and December 31, 2021, respectively.

Investment in Debt Securities

Our investments in debt securities are carried at either amortized cost or fair value. The cost basis is determined by the specific identification method. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities as well as realized gains and losses on available-for-sale debt securities are included in net income. Unrealized gains and losses, net of tax, on available-for-sale debt securities are included in our consolidated balance sheet as a component of accumulated other comprehensive income (loss).

Accounts Receivable and Concentration of Credit Risk

~~Accounts~~The Company’s accounts receivable balance consists of trade receivables, unbilled receivables, and a reserve for doubtful accounts. Trade receivables are customer obligations due under ~~normal~~standard trade terms. ~~Uncollectability~~Unbilled receivables represent amounts owed for work that has been performed but not yet billed. The Company had net trade receivables of ~~accounts receivable is not significant since most customers are bound by contract~~$7,567,833 and ~~are required to fund the~~unbilled receivables of $11,150 at June 30, 2022. The Company ~~for all the costs~~had net trade receivables of ~~an “opportunity,” defined as an order created by a marketer for a creator to develop or share content on behalf~~$7,577,177 and unbilled receivables of ~~a marketer. 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 the uncollectible portion of the account.~~ $21,926 at December 31, 2021.

Management determines the collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. An account is delinquent when the customer has not paid an amount due by its associated due date. If a portion of the account balance is deemed uncollectible, the Company will either write off the amount owed or provide a reserve based on its best estimate of the uncollectible portion of the account. The Company had a reserve ~~of $220,000 and $237,000~~ for doubtful accounts of $155,000 and $155,000 as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change ~~as a result of~~due to a change in economic conditions or business conditions within the industry, the individual customers, or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1%0.01% of revenue for each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~.2021.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

Concentrations of credit risk ~~with respect to~~for accounts receivable ~~are~~have typically been limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. However, the Company’s addition of SaaS customers has increased credit exposure on certain customers who carry significant credit balances related to their marketplace spend. The Company ~~also~~ 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~~currently has one customer that ~~accounted~~accounts for ~~14%~~50% of total accounts receivable at ~~September~~June 30, ~~2017~~2022, and no customers that accounted for more than 10% of total accounts receivable at December 31, ~~2016.~~2021. The Company had ~~one customer~~two customers that accounted for ~~11%~~39% and 12%, respectively, of its ~~revenue~~gross billings during the three months ended ~~September~~June 30, ~~2017~~2022 and nothree customers that accounted for more than ~~10%~~36% of its ~~revenue~~gross billings during the three months ended ~~September~~June 30, ~~2016.~~2021. The Company had notwo customers that accounted for ~~more than 10%~~32% and 11%, respectively, of its ~~revenue~~gross billings during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and one customer that accounted for ~~11%~~25% of its ~~revenue~~gross billings during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021.

Property and Equipment

Property and equipment are recorded at cost, or if acquired in a business combination, at the acquisition date fair value. Depreciation ~~and amortization~~ is computed using the straight-line method over the estimated useful lives of the assets as follows:



Computer Equipment		3 years
~~Software Costs~~		~~3 - 5 years~~
Office Equipment	3 - 10 years
Furniture and Fixtures		5 - 10 years

Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. 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. Depreciation expense on property and equipment recorded in general and administrative~~ expense in the ~~accompanying unaudited~~ consolidated statements of operations was $50,168 and $65,106 for the three months ended September 30, 2017 and 2016, respectively. Depreciation expense on property and equipment recorded in general and administrative expense in the accompanying unaudited consolidated statements of operations was $163,597 and $190,338 for the nine months ended September 30, 2017 and 2016, respectively. Property and equipment is recorded net of accumulated depreciation and amortization amounts of $763,632 and $616,056 as of September 30, 2017 and December 31, 2016, respectively.

~~Intangible Assets~~

The Company acquired the majority of its intangible assets through its acquisition of Ebyline on January 30, 2015 and its acquisition of ZenContent on July 31, 2016. The Company is amortizing the identifiable intangible assets over a period of 12 to 60 months. See Note 3 for further details.

Management reviews long-lived assets, including property and equipment, software development costs and other intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset's carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its 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. For the three and nine months ended September 30, 2017 and 2016, there were no impairment charges associated with the Company's long-lived assets.~~

~~Software Development Costs~~

~~In accordance with Accounting Standards Codification ("ASC") 350-40,~~ ~~Internal Use Software~~ ~~and ASC 985-730,~~ ~~Computer Software Research and Development~~, research phase costs related to internal use software should be expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs may be capitalized. The Company amortizes software development costs equally over 5 years upon initial launch of the software or additional features. See Note 4 for further details.

operations.

Goodwill

Goodwill represents the excess of the ~~purchase~~ consideration oftransferred for an acquired business over the fair value of the underlying identifiable net ~~tangible and intangible~~ assets. The Company has goodwill in connection with its ~~acquisition~~acquisitions of Ebyline, ZenContent, and ~~ZenContent.~~TapInfluence. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge ~~for~~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 ~~impairment~~goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.

The Company performs its annual impairment tests of goodwill ~~during the fourth quarter~~as of October 1 of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, ~~which is~~ referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information ~~available;~~available, (ii) engage in business ~~activities;~~activities, and (iii) whether a segment manager regularly reviews the ~~component's~~component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company ~~has determined that prior to and after~~had 1 reporting unit as of June 30, 2022.

Intangible Assets

The Company acquired the ~~acquisition~~majority of its intangible assets through its acquisitions of Ebyline, ZenContent, and ~~ZenContent, it had,~~TapInfluence. The Company amortized the identifiable intangible assets over 12 to 60 months. See Note 3 of Notes to the Consolidated Financial Statements for further details.

The Company accounts for its digital assets held as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and ~~continues~~Other. The Company maintains ownership of and control over its digital assets and may use third-party custodial services to ~~have, one reporting unit.~~secure them. The digital assets are initially recorded at cost and are subsequently evaluated for any impairment losses incurred since acquisition.

The Company reviews long-lived assets, including software development costs and other intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the asset’s fair value and the carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions, and estimates of residual values. Fair values take into consideration management estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

would use in their estimates of fair value. The Company did not recognize any impairment charges associated with the Company’s acquired identifiable intangible assets in the three and six months ended June 30, 2022, and 2021. The Company recognized an impairment of $77,751 and $140,727 on digital assets held as indefinite-lived intangible assets in the three and six months ended June 30, 2022, respectively. The Company did not recognize any impairment on digital assets for the three and six months ended June 30, 2021.

Software Development Costs

In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefit expenses for employees or consultants directly associated with and devoted to software projects and external direct costs of materials obtained in developing the software. The Company also capitalizes certain costs associated with cloud computing arrangements ("CCAs"). These software developments, acquired technology, and CCA costs are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 4 of Notes to the Consolidated Financial Statements for further details.

Leases

Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), established a right-of-use model that requires a lessee to record a right-of-use asset and a right-of-use liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company does not record leases on the balance sheet with a lease term of 12 months or less at the commencement date.

Revenue Recognition

~~In January 2017, the~~The Company ~~revised the way it categorizes~~generates revenue from four primary sources: (1) revenue from its revenue streams to more closely align the revenue based on margin profiles and how it currently analyzes the business. The revised categories are as follows: Managed Services, Content Workflow, and Service Fee Revenue. Managed Services ismanaged services when a marketer ~~typically~~(typically a brand, agency, or ~~partner, contracts IZEA~~partner) pays the Company to provide custom content, influencer marketing, amplification, or ~~amplification services. Content Workflow is~~other campaign management services (“Managed Services”); (2) revenue from fees charged to software customers on their marketplace spend within the Company's IZEAx and Shake platforms (“Marketplace Spend Fees”); (3) revenue from license and subscription fees charged to access the IZEAx and BrandGraph platforms (“License Fees”); and, (4) revenue derived from ~~the self-service use of the Ebyline platform by news agencies to handle their content workflow from initial content request to payment of content received. Service Fee Revenue is generated when~~other fees ~~are charged to customers primarily related to subscription~~such as inactivity fees, ~~for different levels of service within a platform, licensing fees for white-label use of~~ ~~IZEAx~~, early cash-out fees, ~~if a creator wishes~~and other miscellaneous fees charged to ~~take proceeds earned for services from their account when~~users of the ~~account balance is below certain minimum balance thresholds and inactivity fees for dormant accounts.~~ Company's platforms (“Other Fees”).

The Company recognizes revenue ~~at various times depending~~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.

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms or by a statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the ~~service~~fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. Payment terms are typically 30 days from the invoice date. The agreement typically provides for either a non-refundable deposit or a cancellation fee if the agreement is canceled by the customer prior to the completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on several factors, including the creditworthiness of the customer and payment and transaction history. Certain content creators have payment terms that require sponsored social postings to remain active 45 days following the posting date before payment is ~~being performed.~~due; the Company records pro-rata revenue and a pro-rata liability for this content at each balance sheet date.

Managed Services Revenue

For Managed Services Revenue, the Company enters into an agreement to provide services that may ~~require~~include multiple ~~deliverables~~distinct performance obligations in the form ~~of: (a) sponsored social items, such as~~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 ~~that provide awareness or advertising buzz regarding the marketer's brand; (b)~~and content promotion, such as click-through advertisements appearing in websites and social media ~~channels;~~channels, and ~~(c) original~~(ii) custom content items, such as a research or news article, informational material or ~~videos~~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 ~~a publisher or other marketer can use.~~is satisfied over time as the customer receives the benefits from the services. Revenue is recognized using an input method of costs incurred compared to total expected costs to measure the progress towards satisfying the overall performance obligation of the marketing campaign. The Company may provide one type or a combination of all types of these ~~deliverables including a management fee~~performance obligations on a statement of work for a lump sum fee. When multiple types of performance obligations exist in a contract, the Company allocates revenue to each distinct performance obligations at contract inception based on its relative standalone selling price. These ~~deliverables~~performance obligations are to be provided over a ~~stated~~ period that ~~may range~~generally ranges from one day to one year. ~~Each item~~The delivery of custom content represents a distinct performance obligation that is ~~considered delivered once~~satisfied over time as the Company has no alternative for the custom content, and the Company has ~~been delivered~~an enforceable right to payment for performance completed to date under the contracts. The Company considers custom content to be a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, or once the content is distributed live through a public or social network. Revenue is accounted for separately on each of the deliverables depending on the type of service provided. The Company recognizesand revenue ~~related to influencer marketing services after a marketer's sponsored content is posted through~~ ~~IZEAx~~ ~~and shared through a creator's social network for a requisite period of time. The requisite period ranges from~~ ~~3 days~~ ~~for a tweet to~~ ~~30 days~~ for a blog, video or other form of content. Management fees from advertising campaigns managed by the Company are recognized ratably over the term of the campaign which may range from a few days to one year. Revenue related to custom content provided to a marketer is recognized over time using an output method based on when ~~the~~each piece of content is delivered to ~~and accepted by~~ the customer. ~~Payment terms are typically 30 days~~Based on the Company’s evaluations, revenue from ~~the invoice date. If~~Managed Services is reported on a gross basis because the Company ~~is unable~~has the primary obligation to fulfill the performance obligations, and it creates, reviews, and controls the services. The Company takes on the risk of payment to any third-party creators, and it establishes the contract price directly with its customers based on the services requested in the statement of work.

Marketplace Spend Fees Revenue

For Marketplace Spend Fees Revenue, the self-service customers instruct creators found through the Company’s IZEAx and Shake platforms to provide ~~a portion of the services, it may agree with the customer to provide a different type of service or to provide a credit~~and distribute custom content for ~~the value of those services, which may be applied to the existing order or used for future services.~~an agreed-upon transaction price. The ~~statement of work typically provides for a cancellation fee if the agreement is canceled by the customer prior to completion of services.~~

~~For Content Workflow services, the self-service marketer contracts the creators directly to provide custom content. The Ebyline platform controls~~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.~~marketer or verified as posted by the system. Based on the Company’s evaluations, this revenue is reported on a net basis since the Company is acting as an agent through its platform for the third-party creator to provide the services or content directly to the self-service customer or post approved content through one or more social media platforms.

License Fees Revenue

~~Service Fee~~License Fees Revenue is ~~recognized immediately when~~generated by granting limited, non-exclusive, non-transferable licenses to customers for the ~~service is performed or at~~use of the ~~time~~IZEAx and BrandGraph technology platforms for an ~~account becomes dormant or is cashed out. Service Fee Revenue~~agreed-upon subscription period. Customers license the platforms to manage their influencer marketing campaigns. Fees for subscription or licensing ~~fees is~~services are recognized straight-line over the term of the service.

Other Fees Revenue

~~Marketers who use~~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

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

recognized at a point in time when the account is deemed inactive, and early cash-out fees are recognized when a cash-out is either below certain minimum thresholds or when accelerated payout timing is requested.

The Company does not typically engage in contracts longer than one year. Therefore, the Company does not capitalize costs to ~~manage their social advertising campaigns or custom content requests may prepay for services or request credit terms. Payments received or billings in advance of completed services are recorded~~obtain its customer contracts as ~~unearned revenue until earned as described above.~~

All of the Company's revenues are generated through the rendering of services. The Company recognizes revenue under the general guidelines of Staff Accounting Bulletin Topic 13 A.1, which states that revenue willthese amounts generally would be recognized ~~when it is realized or realizable~~over a period of less than one year and earned. The Company considers its revenue as generally realized or realizable and earned once (i) persuasive evidence of an arrangement exists, (ii) services have been rendered, (iii) the price to the marketer or customer is fixed (required to be paid at a set amount that isare not subject to refund or adjustment) and determinable, and (iv) collectability is reasonably assured. The Company records revenue on the gross amount earned since it generally is the primary obligor in the arrangement, takes on credit risk, establishes the pricing and determines the service specifications.

material.

Advertising Costs

Advertising costs include spending relating to our advertising and promotional activities in support of our products and services, are charged ~~to expense~~ as ~~they are~~ incurred ~~including payments to content creators to promote the Company. Advertising costs charged to operations for the three months ended September 30, 2017~~ and ~~2016 were approximately $79,000 and $74,000, respectively. Advertising costs charged to operations for the~~ ~~nine months~~ ~~ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~ ~~were approximately~~ ~~$248,000~~ ~~and~~ ~~$291,000, respectively. Advertising costs~~ are included in sales and marketing expense in the accompanying ~~unaudited consolidated statements~~Consolidated Statement of ~~operations.~~

~~Deferred Rent~~

~~The Company’s operating leases~~Operations. Advertising costs for ~~its office facilities contain rent abatements~~the three months ended June 30, 2022 and ~~predetermined fixed increases of~~2021 were approximately $505,401 and $512,000, respectively. Advertising costs for the ~~base rental rate during the lease terms. The Company accounts for rental expense on a straight-line basis over the lease terms. The Company records the difference between the straight-line expense~~six months ended June 30, 2022 and ~~the actual amounts paid under the lease as deferred rent in the accompanying unaudited consolidated balance sheets.~~

2021 were approximately $991,500 and $954,000, respectively.

Income Taxes

The Company has not recorded federal income tax expense due to ~~the generation~~its history of net operating losses. Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be ~~realized.~~realized; the Company has recorded a full valuation allowance on its deferred tax assets. The Company incurs minimal state franchise tax in four states, which is included in general and administrative ~~expenses~~expense in the consolidated statements of ~~operations.~~operations and comprehensive loss.

The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits, and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination by the Internal Revenue Service are ~~2013, 2014 and 2015.~~

~~Derivative Financial Instruments~~

Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying factors (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or assets. The Company accounts for derivative instruments in accordance with ASC 815, ~~Derivatives and Hedging~~ (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under

ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. The Company had 5,502 warrant shares issued in its September 2012 public offering that required classification as a liability due to certain registration rights and listing requirements in the agreements. These warrants expired in September 2017 with no value. The fair value and outstanding derivative warrant liability related to these warrant shares as of December 31, 2016 was $0. During the three and nine months ended September 30, 2016, the Company recorded a gain of $1,231 and $4,960, respectively, due to the change in the fair value of its warrant liability.

2018 through 2020.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value:

•Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities.

•Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

•Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. ~~The~~As of June 30, 2022, the Company ~~does not have any~~holds Level 1 orand Level 2 financial ~~assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value consisted~~assets; this is further discussed in Note 11 of its acquisition cost liability (see Note 2) as of September 30, 2017 and December 31, 2016, and a warrant liability as of December 31, 2016. Significant unobservable inputs used in the fair value measurement of the warrants include the estimated term and risk-adjusted interest rates. In developing its credit risk assumption used in the fair value of warrants, the Company considered publicly available bond rates and US Treasury Yields. However, since the Company does not have a formal credit-standing, management estimated its standing among various reported levels and grades for use in the model. During all periods, management estimated that the Company's standing was in the speculative to high-risk grades (BB- to CCC in the Standard and Poor's Rating). Significant increases or decreases in the estimated remaining period to exercise or the risk-adjusted interest rate could result in a significantly lower or higher fair value measurement.

~~The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due~~Notes to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable, unearned revenue, and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s notes payable obligations approximate their carrying value based upon current rates available to the Company.

Consolidated Financial Statements.

Stock-Based Compensation

Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended, and the 2011 B Equity Incentive Plan (together, the ~~"2011~~“2011 Equity Incentive ~~Plans"~~Plans”) (see Note 6)8 of Notes to the Consolidated Financial Statements) is measured at the grant date, based on the fair value of the award, and is recognized as ~~a straight-lined~~ expense over the employee’s requisite service ~~period.~~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 ~~estimates~~uses the ~~fair value~~simplified method to estimate the expected term of ~~its common~~employee stock ~~using~~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. The~~grant as the associated fair value of its common stock. For issuances after June 30, 2019, the Company estimates the

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

volatility of its common stock at the date of grant based on the volatility of its stock during the period. For issuances on or prior to June 30, 2019, the Company estimated the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that ~~are~~were publicly traded and ~~have~~ had a longer trading history than ~~itself. The Company determines~~ the ~~expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures.~~Company. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

The Company used the following assumptions for stock options granted under the 2011 Equity Incentive Plans during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~:2021:


	Three Months Ended		Six Months Ended
2011 Equity Incentive Plans Assumptions	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
Expected term	—	6 years	6 years	6 years
Weighted average volatility	—%	120.35%	120.48%	119.43%
Weighted average risk-free interest rate	—%	1.12%	1.70%	0.95%
Expected dividends	—	—	—	—
Weighted average expected forfeiture rate	—%	10.23%	37.00%	13.89%

Three Months Ended Nine Months Ended
2011 Equity Incentive Plans Assumptions September 30,
2017 September 30,
2016 September 30,
2017 September 30,
2016
Expected term 6 years 6 years 6 years 6 years
Weighted average volatility 43.08% 45.02% 43.49% 50.01%
Weighted average risk free interest rate 1.91% 1.23% 1.98% 1.42%
Expected dividends — — — —

~~Effective January 1, 2017, the Company considered its accounting for stock options pursuant to Accounting Standards Update ("ASU") No. 2016-09,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~. This ASU is intended to reduce the cost and complexity of accounting for employee share-based payments primarily surrounding the accounting for income taxes upon vesting or exercise of share-based payments and accounting for forfeitures, as well as related financial statement classifications. Although the new standard allows for the non-use of forfeiture estimates, the Company elected to continue the use of estimated forfeitures when accounting for stock-based compensation, because it has an established history of forfeitures for non-vested options. There was no effect on the Company's financial statements as a result of the adoption of this standard.

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. ~~Average expected forfeiture rates were 6.79% and 7.87%~~

The company issued 125 stock options during the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively. Average expected forfeiture rates were~~ ~~9.01%~~ ~~and 10.74%~~did not issue any stock options during the ~~nine~~three months ended ~~September~~June 30, ~~2017~~ ~~and~~ ~~2016, respectively.~~2022.

~~Non-Employee Stock-Based Payments~~

The ~~Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions~~Company may issue shares of ~~ASC 505,~~ ~~“Equity-Based Payments to Non-Employees.”~~restricted stock or restricted stock units that vest over future periods. The ~~measurement date for~~value of shares is recorded as the fair value of the ~~equity instruments issued is determined at~~stock or units upon the ~~earlier of (i) the~~issuance date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. The fair value of equity instruments issued to consultants that vest immediatelyand is expensed ~~when issued. The fair value of equity instruments issued to consultants that have future vesting and are subject to forfeiture if performance does not occur is recognized as expense~~on a straight-line basis over the vesting period. ~~Fair values~~See Note 8 of Notes to the Consolidated Financial Statements for ~~the unvested portion of issued instruments are adjusted each reporting period. The change in fair value is recorded in the accompanying consolidated statements of operations. Stock-based payments~~additional information related to ~~non-employees is accounted for based on~~these shares.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Reference Rate Reform: In March 2020, the ~~fair value~~FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the ~~related stock~~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 ~~the fair value~~another reference rate expected to be discontinued due to reference rate reform. ASU 2020-04 is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. As of June 30, 2022, the ~~services, whichever is more readily determinable.~~

~~Segment Information~~

~~The~~ Company does not ~~identify separate operating segments for management reporting purposes. The results of consolidated operations are the basis~~have any contracts that reference LIBOR rates and this guidance has not had a material impact on ~~which management evaluates operations and makes business decisions.~~its financial statements.

~~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.

~~Recent~~Recently Issued Accounting Pronouncements Not Yet Adopted

Credit Losses: In ~~May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).

~~In March~~June 2016, the FASB issued ASU No. ~~2016-08,~~ ~~Revenue from Contracts~~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 ~~Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)~~ ("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 ~~2016-08"). The amendments in ASU 2016-08 are intended to improve~~2016-13 requires the ~~understanding~~use of ~~the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples~~a forward-looking expected credit loss model for accounts receivables, loans, and ~~adding additional illustrative examples to assist in the application of the guidance. The effective date for ASU 2016-08 is the same as for ASU 2014-09 stated above.~~

other financial instruments. In ~~April 2016,~~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. ~~2016-10,~~ ~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~ ("2019-05 in any interim period after its issuance if the entity has adopted ASU ~~2016-10"). ASU 2016-10 is intended to reduce~~2016-13. For all other entities, the cost and complexity of applying the guidance in the FASB's new revenue standard on identifying performance obligations, and is also intended to improve the understanding of the licensing implementation guidance. The effective date ~~for ASU 2016-10 is~~will be the same as ~~for ASU 2014-09 stated above.~~

~~In May 2016,~~ the ~~FASB issued ASU No. 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients~~ ~~("ASU 2016-12"). ASU 2016-12 does not change the core principles~~effective date of ASU ~~2014-09 but is intended to improve the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this~~2016-13. ASU provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The effective date for ASU 2016-10 is the same as for ASU 2014-09 stated above.

These new revenue recognition standards will be effective for the Company on January 1, 2018. The Company is continuing to work towards establishing policies, updating its processes and implementing necessary changes to be able to comply with the new requirements. The Company is reviewing each of the five steps in the new revenue recognition model, which are 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; and (v) recognize revenue when (or as) performance obligations are satisfied. The Company is currently focusing its assessment on revenue related to Managed Services or Content Workflow, which accounts for over 99% of the Company's revenue. The Company anticipates completing its assessment by December 31, 2017 and expects that any required change in accounting will be reflected retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). While the Company is continuing to assess all potential impacts of the standard, it currently believes the most significant impact relates to additional disclosures related to qualitative and quantitative information concerning the nature, amount, timing, and any uncertainty of revenue and cash flows from contracts with customers.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard2016-13 is effective for fiscal years beginning after December 15, ~~2018,~~2022, including interim periods within those fiscal

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

years. ~~A modified retrospective transition approach~~The Company is ~~required~~currently evaluating the expected impact of adopting ASU 2016-13 on its consolidated financial statements and disclosures.

Convertible Instruments:In August 2020, the FASB issued ASU No. 2020-06, Accounting for ~~lessees~~Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the guidance on the issuer’s accounting for ~~capital~~convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and ~~operating leases existing at, or entered into after,~~(2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the ~~beginning~~scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the ~~earliest comparative period presented in~~if-converted method for calculating diluted earnings per share and the ~~financial statements,~~treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for the Company as a smaller reporting company for fiscal years beginning after December 15, 2023, with ~~certain practical expedients available.~~early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact ~~that this~~of ASU ~~will have~~2020-06 on its consolidated financial ~~statements.~~statements and related disclosures.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers:In ~~August 2016,~~October 2021, the FASB issued ASU ~~2016-15,~~ ~~Statement~~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 ~~Cash Flows (Topic 230):Classification of Certain Cash Receipts and Cash Payments.~~ ~~The new standard addresses eight specific cash flow issues and provides guidance~~ASU 2021-08 are applicable for ~~classification. The new standard is effective~~the Company for fiscal years and interim periods beginning after December 15, ~~2017.~~2022. The Company is currently evaluating the impact ~~that this~~of ASU ~~will have~~2021-08 on its consolidated financial ~~statements.~~statements and related disclosures.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment.~~ To address concerns over the cost and complexity of the two-step goodwill impairment test, the new standard removes the requirement for the second step of the goodwill impairment test for certain entities. An entity may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new standard is effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that this ASU will have on its consolidated financial statements.

~~IZEA, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

NOTE 2. ~~BUSINESS ACQUISITIONS~~PROPERTY AND EQUIPMENT

~~EBYLINE, INC.~~

~~On January 30, 2015, the Company purchased all~~Property and equipment consist of the ~~outstanding shares of capital stock of Ebyline pursuant to the terms of a Stock Purchase Agreement, dated as of January 27, 2015, by~~following:


	June 30, 2022		December 31, 2021
Furniture and fixtures	$	8,674	$	208,583
Office equipment	3,843		66,417
Computer equipment	402,616		541,330

Total	415,133		816,330
Less accumulated depreciation	(323,066)		(661,145)
Property and equipment, net	$	92,067	$	155,185

Depreciation expense on property and ~~among IZEA, Ebyline~~equipment recorded in depreciation and the stockholders of Ebyline (the “Ebyline Stock Purchase Agreement”) for a maximum purchase price of $8,850,000. The Ebyline Stock Purchase Agreement was made up of a combination of guaranteed payments and contingent performance payments to be paid if Ebyline met certain revenue targets in the three years following the closing. None of these targets were met in the first two years following the closing and it is not expected that they will be met in the third year. Therefore, the total consideration to be paid for the Ebyline acquisition is expected to be $3,327,064.

~~Purchase Price and Acquisition Costs Payable~~

Estimated Gross Purchase Consideration Initial Present and Fair Value Remaining Present and Fair Value Remaining Present and Fair Value
1/30/2015 1/30/2015 12/31/2016 9/30/2017
Cash paid at closing (a) $ 1,200,000
$ 1,200,000
$ —
$ —
Guaranteed purchase price (a) 2,127,064
1,982,639
934,728
—
Contingent performance payments (b) 2,210,000
1,834,300
—
—
Acquisition costs payable by Ebyline shareholders (c) —
—
—
—
Total estimated consideration $ 5,537,064
$ 5,016,939
$ 934,728
$ —

Current portion of acquisition costs payable $ 934,728
$ —
Long term portion of acquisition costs payable —
—
Total acquisition costs payable $ 934,728
$ —

~~(a)~~

The Ebyline Stock Purchase Agreement required a $1,200,000 cash payment at closing, a $250,000 stock payment on July 30, 2015 and a cash or stock payment of up to an additional $1,900,000 (subject to proportional reduction in the event Ebyline’s final 2014 revenue was below $8,000,000). Ebyline's final gross revenue for 2014 was $7,903,429. As such, the additional amount owed became $1,877,064 payable in two equal installments of $938,532 on January 30, 2016 and January 30, 2017. This guaranteed purchase price consideration was discounted to present value using the Company's borrowing rate of prime plus 2%. Interestamortization expense imputed on the acquisition costs payable in the accompanying consolidated statements of operations was $0 and $11,412 for the three months ended September 30, 2017 and 2016, respectively. Interest expense imputed on the acquisition costs payable in the accompanying consolidated statements of operations was $3,804 and $38,137 for the ~~nine months~~ ended September 30, 2017 and 2016, respectively. Per the Ebyline Stock Purchase Agreement, the Company issued 31,821 shares of its common stock to satisfy the $250,000 guaranteed purchase price payment obligation on July 30, 2015. On January 29, 2016, the Company issued 114,398 shares of its common stock to satisfy the $848,832 annual guaranteed payment of $938,532 less $89,700 in closing related expenses (see item (c) below). On January 30, 2017, the Company issued 200,542 shares of common stock to satisfy the final annual guaranteed payment of $938,532. The Company recorded a $10,491 gain on the settlement of the acquisition costs payable in the accompanying consolidated statements of operations as a result of the difference between the market price of the stock on the settlement date and the 30-day average price of the stock required by the Ebyline Stock Purchase Agreement.

~~(b)~~

Total contingent performance payments up to $5,500,000 are to be paid based on Ebyline meeting certain revenue targets. The performance payments are to be made only if Ebyline achieves at least 90% of Content Revenue targets of $17,000,000 in 2015, $27,000,000 in 2016 and $32,000,000 in 2017. The initial fair value of the $5,500,000 of contingent performance payments was calculated using a Monte-Carlo simulation to simulate revenue over three years. 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 8.5%) and assumed it will follow geometric brownian motion to simulate the revenue at future dates. Once the initial revenue was estimated based off of projections made during the acquisition, payout was calculated for each year and present valued to incorporate the credit risk associated with these payments. The Company's initial value conclusion was based on the average payment from 100,000 simulation trials. The volatility used for the simulation was 35%. The Monte Carlo simulation resulted in an initial calculated fair value of contingent performance payments of $2,210,000 on January 30, 2015. Because the contingent performance payments are subject

~~IZEA, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

to a 17% reduction related to the continued employment of certain key employees, ASC 805-10-55-25 indicates that a portion of these payments be treated as potential compensation to be accrued over the term rather than allocated to the purchase price. Therefore, the Company reduced its overall purchase price consideration by $357,700 and recorded the initial present value of the contingent performance payments at $1,834,300. Based on actual results for and projections for Content Revenue for 2015-2017, the Content Revenue for every year is expected to be below 90% of the required Content Revenues targets. Therefore, the Company reduced the fair value of contingent performance payments to zero by the end of 2015, as no further payments are expected to be owed.


~~(c)~~	According to the Ebyline Stock Purchase Agreement, $89,700 in closing related expenses paid by Ebyline during the acquisition process were payable by the selling shareholders. These costs were deducted from the guaranteed payment on January 30, 2016.

~~ZENCONTENT, INC.~~

On July 31, 2016, the Company purchased all of the outstanding shares of capital stock of ZenContent pursuant to the terms of a Stock Purchase Agreement, by and among IZEA, ZenContent and the stockholders of ZenContent (the “ZenContent Stock Purchase Agreement”) for a maximum purchase price to be paid over the next three years of $4,500,000.

~~Purchase Price and Acquisition Costs Payable~~

Estimated Gross Purchase Consideration Initial Present and Fair Value Remaining Present and Fair Value Remaining Present and Fair Value
7/31/2016 7/31/2016 12/31/2016 9/30/2017
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
682,348
589,108
Contingent performance payments (c) 2,500,000
230,000
324,000
508,444
Total estimated consideration $ 4,433,565
$ 1,796,547
$ 1,006,348
$ 1,097,552

Current portion of acquisition costs payable $ 318,157
$ 619,833
Long-term portion of acquisition costs payable 688,191
477,719
Total acquisition costs payable $ 1,006,348
$ 1,097,552


~~(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 future 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 12-month periods following the closing. These payments are also subject to a downward adjustment up to 30% if Brianna DeMike, ZenContent’s co-founder, is terminated by IZEA for cause or if she terminates 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. Compensation expense added to the guaranteed acquisition costs payable and recorded as general and administrative expense in the Company's consolidated statement of operations was $28,125 and $151,042 for the three and nine months ended September 30, 2017, respectively. Compensation expense added to the guaranteed acquisition costs payable and recorded as general and administrative expense in the Company's consolidated statement of operations was $40,972 for the three and nine months ended September 30, 2016. The initial guaranteed purchase price consideration was discounted to present value using the Company's borrowing rate of prime plus 2% (5.5% on July 31, 2016). Interest expense imputed on the guaranteed acquisition costs payable in the accompanying consolidated statement of operations was $6,572 and $22,616 for the three and nine months ended September 30, 2017. Interest expense imputed on the guaranteed acquisition costs payable in the accompanying consolidated statement of operations was $5,348 for the three and nine months ended September 30, 2016.

~~IZEA, Inc.~~

~~Notes to the Unaudited Consolidated Financial Statements~~

~~(c)~~

The contingent performance payments are subject to ZenContent achieving certain minimum revenue thresholds over 36 months. ZenContent is required to meet minimum revenues of $2.5 million, $3.5 million and $4.5 million in the first, second and third, respective 12-month periods following the closing in order to receive any portion of the contingent performance payments. Of these payments, 33% of each such annual installment or contingent performance payment will be in the form of cash and the remainder of such payment will be in the form of either cash or additional shares of IZEA common stock at then average stock prices (determined at IZEA’s option). Additionally, these payments are subject to downward adjustment of up to 30% if Brianna DeMike is terminated by IZEA for cause or she terminates her employment without good reason. We initially determined the fair value of the $2,500,000 contingent payments to be $230,000. The fair value of the contingent performance payments is required to be revalued each quarter and is 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 is 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 will 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% (6.25%). The Company revalued its estimate of the contingent performance payment as of September 30, 2017 based on actual results and projections and the rates noted above and determined that current fair value of the contingent performance payments was $508,444 compared to $324,000 as of December 31, 2016. The change in the estimated fair value of contingent performance payable resulted in a $184,444 increase to general and administrative expense in the Company's consolidated statement of operations during the ~~nine months~~ ended September 30, 2017. Of this amount, $122,444 was allocated to compensation expense and a gain of $62,000 was allocated as a change in the fair value of the contingent performance payments. The change the estimated fair value of contingent performance payable from $342,861 as of June 30, 2017 to $508,444 as of September 30, 2017 resulted in a $165,583 decrease to general and administrative expense in the Company's consolidated statement of operations during the three months ended September 30, 2017. Of this amount, a gain of $47,583 was allocated as a decrease in compensation expense and a gain of $118,000 was allocated as a change in the fair value of the contingent performance payments.

~~Purchase Price Allocation~~

The consolidated financial statements reflect the allocation of the purchase price to the underlying ZenContent tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.

~~The allocation of the purchase price as of July 31, 2016 is summarized as follows:~~

Final Purchase Price Allocation
Current assets $ 415,798
Property and equipment 4,551
Identifiable intangible assets 722,000
Goodwill 1,136,431
Current liabilities (482,233 )
Total estimated consideration $ 1,796,547

~~The ZenContent operations are included~~ in the consolidated ~~financial~~ statements ~~beginning on the date of acquisition of July 31, 2016. The ZenContent operations contributed revenue of $1,332,877 and gross profit of $840,891 in the consolidated statement~~ of operations and comprehensive loss was $32,596 and $33,201 for the three months ended ~~September~~June 30, ~~2017. The ZenContent operations contributed revenue of $3,070,697~~2022 and ~~gross profit of $1,930,281 in the consolidated statement of operations~~2021, respectively, and was $65,528 and $65,687 for the ~~nine months~~ ~~ended September 30, 2017. The ZenContent operations contributed revenue of $465,574 and gross profit of $219,313 in the consolidated statement of operations for the three and nine~~six months ended ~~September~~June 30, ~~2016. There are $29,621~~2022 and $40,918 of acquisition-related costs which are included in general and administrative expense on the Company's consolidated statement of operations for the three and nine months ended September 30, 2016,2021, respectively.

NOTE 3. INTANGIBLE ASSETS

The identifiable intangible assets, other than Goodwill, consists of the following assets:


	June 30, 2022				December 31, 2021
	Balance		Accumulated Amortization		Balance		Accumulated Amortization		Useful Life (in years)
Content provider networks	$	160,000	$	160,000	$	160,000	$	160,000	2
Trade names	87,000		87,000		87,000		87,000		1
Developed technology	820,000		820,000		820,000		820,000		5
Self-service content customers	2,810,000		2,810,000		2,810,000		2,810,000		3
Managed content customers	2,140,000		2,140,000		2,140,000		2,140,000		3
Domains	166,469		166,469		166,469		166,469		5
Embedded non-compete provision	28,000		28,000		28,000		28,000		2
Digital Assets	72,536		—		213,263		—		Indefinite
Total	$	6,284,005	$	6,211,469	$	6,424,732	$	6,211,469

Accumulated Amortization Useful Life (in years)
Balance September 30, 2017 December 31, 2016
Content provider networks $ 160,000
$ 105,833
$ 57,083
1
Trade names 52,000
52,000
45,000
1
Developed technology 530,000
213,667
134,167
3
Self-service content customers 210,000
186,667
134,167
5
Managed content customers 2,140,000
1,727,222
1,192,222
3
Domains 166,469
58,264
33,294
5
Total identifiable intangible assets $ 3,258,469
$ 2,343,653
$ 1,595,933

IZEA Worldwide, Inc.

Notes to the Consolidated Financial Statements

Total identifiable intangible assets from the ~~Ebyline and ZenContent purchase price allocation~~Company’s acquisitions and other acquired assets net of accumulated amortization thereon consists of the following:


	June 30, 2022		December 31, 2021
Ebyline Intangible Assets	$	2,370,000	$	2,370,000
ZenContent Intangible Assets	722,000		722,000
Domains	166,469		166,469
TapInfluence Intangible Assets	2,953,000		2,953,000
Digital Assets	72,536		213,263
Total	$	6,284,005	$	6,424,732
Less accumulated amortization	(6,211,469)		(6,211,469)
Intangible assets, net	$	72,536	$	213,263

September 30,
2017 December 31,
2016
Ebyline Intangible Assets $ 2,370,000
$ 2,370,000
ZenContent Intangible Assets 722,000
722,000
Domains 166,469
166,469
Total Intangible Assets 3,258,469
3,258,469
Accumulated amortization (2,343,653 ) (1,595,933 )
Intangible Assets, net $ 914,816
$ 1,662,536

~~The Company is amortizing~~There were no impairment charges associated with the Company’s identifiable intangible assets, ~~over a weighted average period of~~other than digital assets, in the three ~~years.~~ and six months ended June 30, 2022 and 2021.

Amortization expense recorded in ~~general~~depreciation and ~~administrative expense~~amortization in the accompanying consolidated statements of operations and comprehensive loss was ~~$247,907~~$216,667 and ~~$229,934~~$433,334 for the three and six months ended ~~September~~June 30, ~~2017~~2021, respectively. No amortization expense was recorded for the three and ~~2016, respectively. Amortization expense recorded~~six months ended June 30, 2022 as all applicable assets have been fully amortized.

The Company determines the fair value of its digital assets, specifically Bitcoin and Ethereum, on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that has been determined to be the principal market for such assets (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the digital assets are impaired. In determining if an impairment has occurred, the Company considers the lowest market price of one unit of the digital asset quoted on the active exchange since acquiring the digital asset. If the then-current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying value and the price determined.

Impairment losses on digital assets are recognized within general and administrative ~~expense~~expenses in the ~~accompanying~~ consolidated statements of operations ~~was $747,720~~ and ~~$615,748~~comprehensive loss in the period in which the impairment is identified. The impaired digital assets are written down to the lowest market price at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the ~~nine~~same digital assets held. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

During the three and six months ended ~~September~~June 30, ~~2017~~2022, the Company did not conduct any transactions in digital assets. The Company impaired the value of its digital assets by $77,751 and ~~2016, respectively.~~$140,727 during the three and six months ended June 30, 2022, respectively, as the fair market value decreased from the purchase value. No impairment of digital assets was recognized during the three and six months ended June 30, 2021. The impairment of digital assets is presented as a non-cash operating expense within general and administrative on the consolidated statements of operations and comprehensive loss. The fair market value of such digital assets held as of June 30, 2022 was $72,536.

The Company performs its annual impairment tests of goodwill as of October 1 of each year, or more frequently, if certain indicators are present. As of ~~September~~June 30, ~~2017, future estimated amortization expense related~~2022, the Company determined that no impairment to ~~identifiable intangible assets over the next five years is set forth in the following schedule:~~goodwill existed.



Nevada						37-1530765
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



~~480 N. Orlando Avenue, Suite 200~~1317 Edgewater Dr., # 1880, 0 ~~Winter Park,~~Orlando, FL						~~32789~~32804
(Address of principal executive offices)						(Zip Code)



			~~Page~~
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Unaudited Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021			1
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021			2
Unaudited Consolidated ~~Statement~~Statements of Stockholders’ Equity for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~2022 and 2021			3
Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2017~~2022 and ~~2016~~2021			45
Notes to the Unaudited Consolidated Financial Statements			56
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2124
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3436
Item 4. Controls and Procedures			3436

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			3638
Item 1A. Risk Factors			3638
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3739
Item 3. Defaults Upon Senior Securities			3739
Item 4. Mine Safety Disclosures			3739
Item 5. Other Information			3739
Item 6. Exhibits			3839

Signatures			3941



Year ending December 31:	Amortization Expense
2017 (three months remaining)	$	246,908
2018	349,432
2019	207,349
2020	84,293
2021	26,834
Total	$	914,816


	Software Development Amortization Expense
Remainder of 2022	$	204,861
2023	415,159
2024	233,238
2025	134,394
2026	58,231
2027	30,675
2028	$	8,619
Total	$	1,085,177



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	September 30, 2017		December 31, 2016
Assets
Current:
Cash and cash equivalents	$	3,447,998	$	5,949,004
Accounts receivable, net	5,253,423		3,745,695
Prepaid expenses	414,619		322,377
Other current assets	27,606		11,940
Total current assets	9,143,646		10,029,016

Property and equipment, net	310,277		460,650
Goodwill	3,604,720		3,604,720
Intangible assets, net	914,816		1,662,536
Software development costs, net	1,004,905		1,103,959
Security deposits	157,427		161,736
Total assets	$	15,135,791	$	17,022,617



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016

Revenue	$	8,154,674		$	7,496,972		$	21,337,401		$	19,876,611
Cost of sales	3,758,621			3,927,279			10,396,328			10,447,035
Gross profit	4,396,053			3,569,693			10,941,073			9,429,576

Operating expenses:
General and administrative	2,687,266			2,454,555			8,021,420			7,559,302
Sales and marketing	2,342,002			2,584,287			7,666,720			7,556,664
Total operating expenses	5,029,268			5,038,842			15,688,140			15,115,966

Loss from operations	(633,215		)	(1,469,149		)	(4,747,067		)	(5,686,390		)

Other income (expense):
Interest expense	(15,058		)	(25,511		)	(45,406		)	(58,261		)
Change in fair value of derivatives, net	45,160			(14,705		)	36,122			14,568
Other income (expense), net	44,308			(2,238		)	31,728			(485		)
Total other income (expense), net	74,410			(42,454		)	22,444			(44,178		)

Net loss	$	(558,805	)	$	(1,511,603	)	$	(4,724,623	)	$	(5,730,568	)

Weighted average common shares outstanding – basic and diluted	5,702,297			5,420,020			5,659,423			5,357,119
Basic and diluted loss per common share	$	(0.10	)	$	(0.28	)	$	(0.83	)	$	(1.07	)



	Three Months Ended		Nine Months Ended
2011 Equity Incentive Plans Assumptions	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Expected term	6 years	6 years	6 years	6 years
Weighted average volatility	43.08%	45.02%	43.49%	50.01%
Weighted average risk free interest rate	1.91%	1.23%	1.98%	1.42%
Expected dividends	—	—	—	—



	Estimated Gross Purchase Consideration		Initial Present and Fair Value		Remaining Present and Fair Value		Remaining Present and Fair Value
	1/30/2015		1/30/2015		12/31/2016		9/30/2017
Cash paid at closing (a)	$	1,200,000	$	1,200,000	$	—	$	—
Guaranteed purchase price (a)	2,127,064		1,982,639		934,728		—
Contingent performance payments (b)	2,210,000		1,834,300		—		—
Acquisition costs payable by Ebyline shareholders (c)	—		—		—		—
Total estimated consideration	$	5,537,064	$	5,016,939	$	934,728	$	—

Current portion of acquisition costs payable					$	934,728	$	—
Long term portion of acquisition costs payable					—		—
Total acquisition costs payable					$	934,728	$	—



	Final Purchase Price Allocation
Current assets	$	415,798
Property and equipment	4,551
Identifiable intangible assets	722,000
Goodwill	1,136,431
Current liabilities	(482,233		)
Total estimated consideration	$	1,796,547



Year ending December 31:	Software Amortization Expense
2017 (three months remaining)	$	98,259
2018	304,241
2019	218,910
2020	183,956
2021	134,432
2022	65,107
	$	1,004,905


	June 30, 2022		December 31, 2021
Accrued payroll liabilities	$	2,143,049	$	2,251,284
Accrued taxes	78,337		76,079
Current portion of finance obligation	34,292		33,388
Accrued other	165,784		142,131
Total accrued expenses	$	2,421,462	$	2,502,882



Restricted Stock	Common Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2016	—		$	—
Granted	42,968		3.04
Vested	(39,713	)	3.61
Forfeited	—		—
Nonvested at September 30, 2017	3,255		$	7.10	3.8


Restricted Stock Units	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2020	970,349	$	0.39	1.2
Granted	229,638	2.93
Vested	(817,417)	0.83
Forfeited	(7,126)	1.77
Nonvested at December 31, 2021	375,444	$	0.96	1.8
Granted	493,005	1.24
Vested	(102,893)	0.73
Forfeited	(68,422)	1.51
Nonvested at June 30, 2022	697,134	$	1.14	2.3


Options Outstanding	Common Shares	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2020	1,712,806	$	2.56	6.9
Granted	296,569	2.60
Exercised	(182,722)	3.26
Forfeited	(30,990)	0.32
Outstanding at December 31, 2021	1,795,663	$	2.79	6.4
Granted	125	1.15
Exercised	(27,336)	4.77
Forfeited	(47,955)	0.39
Outstanding at June 30, 2022	1,720,497	$	2.77	6.0

Exercisable at June 30, 2022	1,223,516	$	3.37	5.1


Nonvested Options	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2020	715,486	$	0.56	2.5
Granted	296,569	2.25
Vested	(339,099)	0.73
Forfeited	(17,152)	1.38
Nonvested at December 31, 2021	655,804	$	1.22	2.3
Granted	125	1.00
Vested	(183,121)	0.93
Forfeited	(16,066)	3.24
Nonvested at June 30, 2022	456,742	$	1.26	2.1


Period Ended	Total Options Granted	Weighted Average Exercise Price		Weighted Average Expected Term	Weighted Average Volatility	Weighted Average Risk-Free Interest Rate	Expected Dividends	Weighted Average Grant Date Fair Value		Weighted average expected forfeiture rate
June 30, 2021	44,155	$	2.61	6.0 years	119.43%	0.95%	—	$	2.24	13.89%
June 30, 2022	125	$	1.15	6.0 years	120.48%	1.70%	—	$	1.00	37.00%


	Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Non-Current Marketable Securities
Cash	$	11,236,417	$	—	$	—	$	11,236,417	$	11,236,417	$	—	$	—
Level 1 (1)
Money market funds	110,653		—		—		110,653		110,653		—		—
US Treasury securities	3,003,666				16,808		2,986,858		—		—		2,986,858
Commercial paper	21,435,540		(200)		5,190		21,430,550		—		21,430,550		—
Subtotal	24,549,859		(200)		21,998		24,528,061		110,653		21,430,550		2,986,858
Level 2 (2)
Non US government securities	894,106				6,436		887,670		—		—		887,670
Corporate debt securities	21,509,498				179,988		21,329,510		—		2,750,206		18,579,304
Asset backed securities	12,348,406		(1,076)		60,336		12,289,146		—		8,888,938		3,400,208
Subtotal	34,752,010		(1,076)		246,760		34,506,326		—		11,639,144		22,867,182
Total	$	70,538,286	$	(1,276)	$	268,758	$	70,270,804	$	11,347,070	$	33,069,694	$	25,854,040


	As of June 30, 2022
Due in 1 year or less	$	33,069,694
Due in 1 year through 5 years	25,854,040
Total	$	58,923,734


	As of June 30, 2022
	Fair Value		Net Unrealized Gain (Loss)
Cash and cash equivalents	$	11,347,070	$	—
Government bonds	2,986,858		(16,808)
Corporate debt securities	43,647,730		(191,414)
Asset backed securities	12,289,146		(59,260)
Total	$	70,270,804	$	(267,482)



	Three Months Ended
	September 30, 2017				September 30, 2016				$ Change			% Change
Revenue & % of Total
Managed Services	$	6,997,391	86	%	$	5,838,139	78	%	$	1,159,252		20	%
Content Workflow	1,141,795		14	%	1,576,001		21	%	(434,206		)	(28	)%
Service Fees & Other Revenue	15,488		—	%	82,832		1	%	(67,344		)	(81	)%
Total Revenue	$	8,154,674	100	%	$	7,496,972	100	%	$	657,702		9	%

Cost of Sales & % of Total
Managed Services COS	$	2,693,803	72	%	$	2,464,238	63	%	$	229,565		9	%
Content Workflow COS	1,064,818		28	%	1,463,041		37	%	(398,223		)	(27	)%
Service Fees & Other COS	—		—	%	—		—	%	—			100	%
Total Cost of Sales	$	3,758,621	100	%	$	3,927,279	100	%	$	(168,658	)	(4	)%

Gross Profit & Profit %
Managed Services	$	4,303,588	62	%	$	3,373,901	58	%	$	929,687		28	%
Content Workflow	76,977		7	%	112,960		7	%	(35,983		)	(32	)%
Service Fees & Other Revenue	15,488		100	%	82,832		100	%	(67,344		)	(81	)%
Total Gross Profit	$	4,396,053	54	%	$	3,569,693	48	%	$	826,360		23	%


	(Unaudited)
	Three Months Ended June 30,
	2022		2021		$ Change		% Change
Revenue	$	12,577,011	$	6,416,451	$	6,160,560	96.0	%

Costs and expenses:
Cost of revenue	7,211,922		3,208,690		4,003,232		124.8	%
Sales and marketing	2,289,769		2,302,869		(13,100)		(0.6)	%
General and administrative	3,378,988		2,659,578		719,410		27.0	%
Depreciation and amortization	138,492		363,924		(225,432)		(61.9)	%
Total costs and expenses	13,019,171		8,535,061		4,484,110		52.5	%
Loss from operations	(442,160)		(2,118,610)		1,676,450		(79.1)	%
Other income (expense):
Interest expense	(815)		(8,739)		7,924		(90.7)	%
Other income, net	273,085		1,968,944		(1,695,859)		(86.1)	%
Total other income (expense), net	272,270		1,960,205		(1,687,935)		(86.1)	%
Net Loss	$	(169,890)	$	(158,405)	$	(11,485)	7.3	%


	June 30, 2022		December 31, 2021
Net cash (used for) provided by:
Operating activities	$	(4,566,772)	$	(3,141,704)
Investing activities	(59,489,551)		(20,765)
Financing activities	(29,902)		45,107,120
Net (decrease) increase in cash and cash equivalents	$	(64,086,225)	$	41,944,651



~~31.1~~Exhibit No.		*Description
3.1		Amended and Restated Articles of Incorporation of IZEA, Inc., filed with the Nevada Secretary of State on November 28, 2011 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 23, 2011).
3.2		Certificate of Change of IZEA, Inc., filed with the Nevada Secretary of State on July 30, 2012 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012).
3.3		Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 17, 2014 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2014).
3.4		Certificate of Withdrawal of Certificate of Designation filed with the Secretary of State of the State of Nevada effective January 23, 2015 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2015).
3.5		Certificate of Amendment filed with the Secretary of State of the State of Nevada effective January 11, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2016).
3.6		Amended and Restated Bylaws of IZEA, Inc. (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on November 23, 2011).
3.7		Certificate of Designation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2011).
3.8		Articles of Merger of IZEA Innovations, Inc. filed with the Secretary of State of the State of Nevada effective April 5, 2016 (Incorporated by reference to Exhibit 3.11 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2016).
3.9		Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective August 20, 2018 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 23, 2018).
3.10		Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective December 17, 2019 (Incorporated by reference to Exhibit 3.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).
3.11		Articles of Merger of IZEA Worldwide, Inc. filed with the Secretary of State of the State of Nevada effective December 14, 2020 (Incorporated by reference to Exhibit 3.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2021).
31.1	*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	*(a)	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	*(a)	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	*(b)	The following materials from IZEA Worldwide, Inc.'s ~~Annual~~Quarterly Report ~~on Form 10-Q~~ for the ~~quarter ended September~~three month June 30, ~~2017~~2022 are formatted in XBRL (eXtensible Business Reporting Language): (i) the ~~Unaudited~~ Consolidated Balance Sheets, (ii) the ~~Unaudited~~ Consolidated Statements of Operations and Comprehensive Loss, (iii) the ~~Unaudited~~ Consolidated Statement of Stockholders' Equity, (iv) the ~~Unaudited~~ Consolidated Statements of Cash Flow, and (iv) the Notes to the ~~Unaudited~~ Consolidated Financial Statements.


			IZEA Worldwide, Inc. a Nevada corporation

August 15, 2022			By:	/s/ Edward H. Murphy
				Edward H. Murphy Chairman and Chief Executive Officer (Principal Executive Officer)

August 15, 2022			~~IZEA, Inc.~~ ~~a Nevada corporation~~By:	/s/ Peter J. Biere

~~November 7, 2017~~	~~By:~~	~~/s/ Edward H. Murphy~~
		~~Edward H. Murphy~~ ~~Chairman, President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~

~~November 7, 2017~~	~~By:~~	~~/s/ LeAnn C. Hitchcock~~
		~~LeAnn C. Hitchcock~~Peter J. Biere Chief Financial Officer (Principal Financial and Accounting Officer)


/s/ Edward H. Murphy						August 15, 2022
Edward H. Murphy
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
/s/ Peter J. Biere						August 15, 2022
Peter J. Biere
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Ryan S. Schram						August 15, 2022
Ryan S. Schram
President, Chief Operating Officer and Director
/s/ Brian W. Brady						August 15, 2022
Brian W. Brady
Director
/s/ John H. Caron						August 15, 2022
John H. Caron
Director
/s/ Lindsay A. Gardner						August 15, 2022
Lindsay A. Gardner
Director
/s/ Daniel R. Rua						August 15, 2022
Daniel R. Rua
Director
/s/ Patrick J. Venetucci						August 15, 2022
Patrick J. Venetucci
Director