On June 4, 2020 and January 25, 2021, the Company entered into an ATM Sales Agreements with National Securities Corporation, as sales agent (“National Securities”), pursuant to which the Company could offer and sell shares of the Company's common stock through National Securities, by any method deemed to be an “at the market offering” under Rule 415 of the Securities Act (the “ATM Offering”).

During the twelve months ended December 31, 2021, the Company sold 11,186,084 shares at an average price of $4.16 per share for total gross proceeds of $46.5 million. The June 2020 and January 2021 Sales Agreement were each terminated following the sale of all shares of common stock available to be sold thereunder.

On June 21, 2021, the Company entered into a third ATM Sales Agreement (the “June 2021 Sales Agreement”) with National Securities, as sales agent, pursuant to which the Company could offer and sell, from time to time, through National Securities, up to $100 million shares of the Company’s common stock. The June 2021 Sales Agreement was terminated on September 6, 2022; no shares were sold under this agreement.

In May 2011, the Company’s Board of Directors (the “Board”) adopted the 2011 Equity Incentive Plan of IZEA Worldwide, Inc. (as amended, the “2011 Equity Incentive Plan”). The Company’s stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company’s 2020 Annual Meeting of Stockholders held on December 18, 2020, to allow the Company to award restricted stock, restricted stock units, and stock options covering up to 7,500,000 shares of common stock as incentive compensation for its employees and consultants. As of December 31, 2022, the Company had 2,382,009 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive Plan.

In August 2011, the Company adopted the 2011 B Equity Incentive Plan (the “August 2011 Plan”) reserving 4,375 shares of common stock for issuance under the August 2011 Plan. The August 2011 Plan expired in 2021 and no new grants may be made thereunder.

In 2021, the Company issued its six independent directors a total of 30,324 shares of restricted common stock initially valued at $147,329 for their annual service as directors of the Company. The stock vested in equal monthly installments from January through December 2021. A new board member started on February 9, 2021 and the annual stock compensation was pro-rated.

In 2022, the Company issued its five independent directors a total of 105,930 shares of restricted common stock initially valued at $125,000 for their annual service as directors of the Company. The stock vested in equal monthly installments from January through December 2022.


Restricted Stock	Common Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested at December 31, 2020	13,666	$	2.28	1.4
Granted	30,324	4.86
Vested	(40,437)	4.25
Nonvested at December 31, 2021	3,553	$	1.83	0.7
Granted	105,930	1.18
Vested	(109,197)	1.20
Nonvested at December 31, 2022	286	$	1.34	0.3

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 $125,000 and $147,329 during twelve months ended December 31, 2022, and 2021, respectively. Expense recognized on restricted stock issued to employees was $6,120 and $24,699 during the twelve months ended December 31, 2022, and 2021, respectively.

On December 31, 2022, the fair value of the Company’s common stock was approximately $0.54 per share and the intrinsic value on the non-vested restricted stock was $155. Future compensation expense related to issued, but non-vested, restricted stock awards as of December 31, 2022, is $383. This value is estimated to be recognized over the weighted-average vesting period of approximately three months.

During the twelve months ended December 31, 2022, the Company issued a total of 967,232 restricted stock units initially valued at $900,380 to non-executive employees as additional incentive compensation. The restricted stock units vest between 12 and 36 months from issuance.

During the twelve months ended December 31, 2022, the Company issued Mr. Murphy 308,414 restricted stock units valued at $305,493 for incentive compensation under the terms of his amended employment agreement. The restricted stock units vest between 36 and 48 months from issuance.

During the twelve months ended December 31, 2022, the Company issued Mr. Biere 63,094 restricted stock units initially valued at $78,597 for incentive compensation under the terms of his employment agreement. The restricted stock units vest over 36 months from issuance.

During the twelve months ended December 31, 2022, the Company issued Mr. Schram 36,843 restricted stock units initially valued at $46,151 for incentive compensation under the terms of his amended employment agreement. The restricted stock vests 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, 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	1,375,583	0.97
Vested	(252,751)	0.88
Forfeited	(181,123)	1.22
Nonvested at December 31, 2022	1,317,153	$	0.95	2.5

Expense recognized on restricted stock units issued to employees was $328,002 and $575,150 during the twelve months ended December 31, 2022, and 2021, respectively. On December 31, 2022, the fair value of the Company’s common stock was approximately $0.54 per share and the intrinsic value on the non-vested restricted units was $715,217. Future compensation related to the non-vested restricted stock units as of December 31, 2022, is $1,092,494 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 Plans.


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
Expired	—	—
Forfeited	(30,990)	0.32
Outstanding at December 31, 2021	1,795,663	$	2.79	6.4
Granted	125	1.15
Exercised	(71,086)	0.25
Expired	(37,463)	5.36
Forfeited	(22,075)	3.29
Outstanding at December 31, 2022	1,665,164	$	2.83	5.27

Exercisable at December 31, 2022	1,375,569	$	3.06	4.7

During the twelve months ended December 31, 2022, 71,086 options were exercised for gross proceeds of $18,027. The intrinsic value of the exercised options was $48,860. During the twelve months ended December 31, 2021, 182,722 options were exercised for gross proceeds of $58,971. The intrinsic value of the exercised options was $488,514. The fair value of the Company's common stock on December 31, 2022, was approximately $0.54 per share, and the intrinsic value on outstanding options as of December 31, 2022, was $63,325. The intrinsic value of the exercisable options as of December 31, 2022, was $48,651.


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	1.15
Vested	(306,796)	2.84
Forfeited	(59,538)	4.59
Nonvested at December 31, 2022	289,595	$	1.45	1.7

There were outstanding options to purchase 1,665,164 shares with a weighted average exercise price of $2.83 per share, of which options to purchase 1,375,569 shares were exercisable with a weighted average exercise price of $3.06 per share as of December 31, 2022.

Expense recognized on stock options issued to employees during the twelve months ended December 31, 2022, and 2021 was $267,672 and $270,958, respectively. Future compensation related to non-vested awards as of December 31, 2022, is $381,425, and it is estimated to be recognized over the weighted-average vesting period of approximately 1.7 years.

The following table shows the number of stock options granted under the Company’s 2011 Equity Incentive Plans and the assumptions used to determine the fair value of those options using a Black-Scholes option-pricing model during the twelve months ended December 31, 2022, and 2021:


Twelve Months Ended	Total Options Granted	Weighted Average Exercise Price		Weighted Average Expected Term	Weighted Average Volatility	Weighted Average Risk-Free Interest Rate	Expected Dividends	Weighted Average Grant Date Fair Value		Weighted average expected forfeiture rate
December 31, 2021	296,569	$	2.60	6.0 years	120.18%	0.98%	—	$	2.25	11.74%
December 31, 2022	125	$	1.15	5.0 years	120.48%	1.70%	—	$	1.15	37.00%

The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) provides for the issuance of up to 500,000 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, 2024, unless otherwise terminated by the Board.

During the twelve months ended December 31, 2022, and 2021, employees paid $14,516 to purchase 24,428 shares of common stock and $5,395 to purchase 8,113 shares of common stock, respectively. The stock compensation expense on ESPP Options was $8,978 and $7,932 for the twelve months ended December 31, 2022, and 2021, respectively. As of December 31, 2022, the Company had 363,072 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 twelve months ended December 31, 2022, and 2021 was recorded in the Company’s consolidated statements of operations as follows: