During the repurchase program, the Company purchased 365,855 shares of the Company’s common stock on the open market with an average price per share of $1.23, for a total of $1.0 million. Shares purchased before June 16, 2023 have been adjusted for the reverse stock split. Repurchased shares have the status of treasury shares and may be issued, if and when needed, for general corporate purposes. The repurchase program was completed in August 2023.

In June 2023, the number of authorized shares and shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by four (4): effecting a four (4) old for one (1) new reverse stock split. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share, resulting in 23,789 additional shares being issued. No shares of preferred stock were outstanding at the time of the reverse stock split.

Additionally, all options and unvested restricted share grants of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options are exercisable by four (4) and multiplying the exercise price by four (4), in accordance with the terms of the plans and agreements governing such options and subject to rounding up to the nearest whole share.

All shares of common stock, stock options, restricted stock, and restricted stock unit grants, and their corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Quarterly Report on Form 10-Q.

The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2023 Annual Meeting of Stockholders held on October 17, 2023, to increase the number of plan shares by 1,800,000 shares, from 1,875,000 to 3,675,000 shares. As of March 31, 2024, the Company had 1,131,325 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive Plan.

In 2023, the Company issued its five independent directors a total of 131,520 shares of restricted common stock initially valued at $300,015 for their annual service as directors of the Company. The stock was granted in installments on the last day of each quarter and vested immediately.

In the three months ended March 31, 2024, the Company issued its five independent directors a total of 32,470 shares of restricted common stock initially valued at $75,006 for their service as directors of the Company. The stock was granted on the last day of the quarter and vested immediately.


Restricted Stock	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2022	72	$	5.36	0.3
Granted	131,520	2.28
Vested	(131,592)	2.28
Nonvested at December 31, 2023	—	$	—	0.0
Granted	32,470	2.31
Vested	(32,470)	2.31
Nonvested at March 31, 2024	—	$	—	0.0

Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations within the financial statements of total shares outstanding and basic earnings per share until such time as the restricted stock vests.

Expense recognized on restricted stock issued to directors for services was $75,006 and $75,000 during the three months ended March 31, 2024, and 2023, respectively. Expense recognized on restricted stock issued to employees was $0 and $376 during the three months ended March 31, 2024, and 2023, respectively.

On March 31, 2024, the fair value of the Company’s common stock was approximately $2.31 per share and the intrinsic value on the non-vested restricted stock was $0. Future compensation expense related to issued, but non-vested, restricted stock awards as of March 31, 2024, is $0.

During the three months ended March 31, 2024, the Company issued a total of 346,918 restricted stock units initially valued at $724,805 to non-executive employees as additional incentive compensation. The restricted stock units vest between 12 and 36 months from issuance.

During the three months ended March 31, 2024, the Company issued a total of 127,277 restricted stock units initially valued at $255,827 to executives as additional incentive compensation. The restricted stock units vest between 12 and 48 months from issuance.


Restricted Stock Units	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2022	329,070	$	3.79	2.5
Granted	870,191	2.38
Vested	(163,085)	3.55
Forfeited	(73,327)	3.18
Nonvested at December 31, 2023	962,849	$	2.60	2.5
Granted	474,195	2.01
Vested	(50,021)	3.24
Forfeited	(72,623)	2.24
Nonvested at March 31, 2024	1,314,400	$	2.38	2.5

Expense recognized on restricted stock units issued to employees was $301,214 and $129,566 during the three months ended March 31, 2024 and 2023, respectively. On March 31, 2024, the fair value of the Company’s common stock was approximately $2.31 per share and the intrinsic value on the non-vested restricted units was $3,036,264. Future compensation related to the non-vested restricted stock units as of March 31, 2024 is $2,704,315 and it is estimated to be recognized over the weighted-average vesting period of approximately 2.5 years.

Under the 2011 Equity Incentive Plan, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company’s common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten years and the option typically vests on a straight-line basis over the requisite service period as follows: 25% one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plan.


Options Outstanding	Common Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)
Outstanding at December 31, 2022	415,562		$	11.31	5.3
Granted	—	0	—
Exercised	(586)		0.96
Expired	(71,013)		19.99
Forfeited	(362)		7.75
Outstanding at December 31, 2023	343,601		$	9.53	5.2
Granted	—		—
Exercised	—		—
Expired	—		—
Forfeited	(44)		5.81
Outstanding at March 31, 2024	343,557		$	9.53	4.9

Exercisable at March 31, 2024	324,680		$	9.57	4.8

During the three months ended March 31, 2024, 0 options were exercised for gross proceeds of $0. The intrinsic value of the exercised options was $0. During the three months ended March 31, 2023, 0 options were exercised for gross proceeds of $0. The intrinsic value of the exercised options was $0. The fair value of the Company's common stock on March 31, 2024 was approximately $2.31 per share, and the intrinsic value on outstanding options as of March 31, 2024 was $71,560. The intrinsic value of the exercisable options as of March 31, 2024 was $71,560.


Nonvested Options	Common Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2022	72,474		$	5.80	1.7
Granted	—		—
Vested	(31,474)		9.53
Forfeited	(14,627)		19.99
Nonvested at December 31, 2023	26,373		$	8.83	1.1
Granted	—	0	—
Exercised	—		—
Vested	(7,452)		9.57
Forfeited	(44)		5.81
Nonvested at March 31, 2024	18,877		$	9.53	0.9

There were outstanding options to purchase 343,557 shares with a weighted average exercise price of $9.53 per share, of which options to purchase 324,680 shares were exercisable with a weighted average exercise price of $9.57 per share as of March 31, 2024.

Expense recognized on stock options issued to employees during the three months ended March 31, 2024 and 2023 was $51,965 and $64,344, respectively. Future compensation related to non-vested awards as of March 31, 2024 is $135,037, and it is estimated to be recognized over the weighted-average vesting period of approximately 0.9 years.

On November 30, 2023, the Board of Directors adopted the IZEA Worldwide, Inc. 2023 Inducement Plan (the “Inducement Plan”) to accommodate equity grants to new employees hired by IZEA in connection with acquisition transactions, including the Hoozu acquisition. Under the Inducement Plan, IZEA may grant restricted stock units (“RSUs”), including performance-based and time-based RSUs, with respect to up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. Pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules, the Inducement Plan was adopted without stockholder approval. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan can only be made to individuals not previously employees or non-employee directors of IZEA (or following such individuals’ bona fide period of non-employment with IZEA), as an inducement material to the individuals’ entry into employment with IZEA or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules.

On December 1, 2023, the Board approved the grant of inducement awards under the Inducement Plan to five employees of Hoozu consisting of an aggregate of 328,354 performance-based RSUs as inducement awards material to such employees’ entering into employment with IZEA, pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. The RSU grants, which vest in annual increments over a three-year performance period based upon the achievement of certain revenue and profitability metrics, represent the maximum number of shares that can be earned under the awards. Vesting is also subject to the receipt’s continued service through each annual vesting date. Unearned RSUs will be forfeited if the minimum revenue in each period is not achieved. Each award is subject to the terms and conditions of the Inducement Plan and the terms and conditions of the applicable RSU award agreement covering the grant.

Separately, on December 1, 2023, the IZEA Board approved the grant of an inducement award under the Inducement Plan in connection with the asset purchase of Zuberance consisting of 10,000 time-based RSUs as an inducement award material to such employee’s entering into employment with IZEA.

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 125,000 shares of the Company’s common stock to employees regularly employed by the Company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half. Each eligible employee who elects to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board.

During the three months ended March 31, 2024 and 2023, employees paid $0 to purchase 0 shares of common stock and $0 to purchase 0 shares of common stock, respectively. The stock compensation expense on ESPP Options was $1,010 and $1,238 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company had 80,978 remaining shares of common stock available for future issuances under the ESPP.

The stock-based compensation cost related to all awards granted to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period utilizing the weighted-average forfeiture rates as disclosed in Note 1. Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the three months ended March 31, 2024 and 2023 was recorded in the Company’s consolidated statements of operations as follows: