UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549

 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)

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

 For the fiscal year ended December 31, 2024

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

 For the transition period from _________________ to _________________

 Commission File No.: 001-37703

 IZEA WORLDWIDE, INC.
 (Exact name of registrant as specified in its charter)

 Nevada

 37-1530765

 (State or other jurisdiction of
incorporation or organization)

 (I.R.S. Employer
Identification No.)

 1317 Edgewater Dr., # 1880,
 Orlando, FL

 32804

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: (407) 674-6911

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol (s)
 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share
 IZEA
 The Nasdaq Capital Market

 Series A Junior Participating Preferred Stock Purchase Rights
 —
 The Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No o

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-Accelerated Filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. x

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter) was $ 29,043,605 based on the closing bid price of the registrant's common stock of $2.35 per share on such date. All executive officers and directors of the registrant and all 10% or greater stockholders have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.

 As of March 25, 2025, 16,914,522 shares of our common stock were outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 On March 27, 2025, IZEA Worldwide, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Original Form 10-K"). This Amendment No. 1 (the "Amendment") amends the Original Form 10-K to correct a clerical error in the Consolidated Statements of Comprehensive Loss (the "Statement"). Specifically, the error resulted in a value from the 2024 period for unrealized gain (loss) on securities held being incorrectly included in the 2023 column as unrealized gain (loss) on currency translation. This Amendment revises the Statement to reflect the correct allocation of the value to the appropriate fiscal year and classification. There were no changes to net loss or total comprehensive income (loss) for 2024 as presented in the Statement in the Original Form 10-K.

 Additionally, the Company is filing this Amendment to include Exhibit 23.1, the consent of the independent registered public accounting firm, which was inadvertently omitted from the Original Form 10-K filing.

 This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. No other changes have been made to the Company's financial statements or any other disclosures in the Original Form 10-K. This Amendment solely corrects an error in the Statement.

 In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment. As this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 4 and 5 of the certifications filed hereto as Exhibits 31.1 and 31.2 have been omitted.

 ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Index to Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (Grant Thornton LLP)

 PCAOB ID

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Board of Directors and Stockholders

 Opinion on the financial statements
 We have audited the accompanying consolidated balance sheets of IZEA Worldwide, Inc. (a Nevada corporation) and subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the ("financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Basis for opinion
 These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical audit matters
 Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ GRANT THORNTON LLP

 We have served as the Company's auditor since 2022.

 Charlotte, North Carolina
 March 27, 2025

 Consolidated Balance Sheets
2024
2023

 Assets

 Current assets:

 Cash and cash equivalents
 $
 44,644,468
 $
 37,446,728

 Accounts receivable, net
 7,781,824
 5,012,373

 Prepaid expenses
 1,079,045
 739,988

 Short term investments
 6,427,488
 17,126,057

 Other current assets
 97,215
 26,257

 Total current assets
 60,030,040
 60,351,403

 Property and equipment, net of accumulated depreciation
 103,574
 205,377

 Goodwill
 —
 5,280,372

 Intangible assets, net of accumulated depreciation
 —
 1,749,441

 Digital assets
 —
 162,905

 Software development costs, net of accumulated depreciation
 2,086,660
 2,056,972

 Long term investments
 —
 9,618,996

 Total assets
 $
 62,220,274
 $
 79,425,466

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable
 $
 1,511,747
 $
 1,504,348

 Accrued expenses
 3,734,123
 3,083,460

 Contract liabilities
 8,188,651
 8,891,205

 Contingent liability
 —
 114,400

 Total current liabilities
 13,434,521
 13,593,413

 Finance obligation, less current portion
 4,034
 63,419

 Deferred purchase price, less current portion
 —
 60,600

 Deferred tax liability
 —
 394,646

 Total liabilities
 $
 13,438,555
 $
 14,112,078

 Commitments and Contingencies (Note 9)

 Stockholders' equity:

 Preferred stock; $ 0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding

 —
 —

 Common stock; $ 0.0001 par value; 50,000,000 shares authorized; shares issued: 17,518,018 and 16,602,155, respectively, shares outstanding: 16,931,169 and 16,236,300, respectively.

 1,752
 1,660

 Treasury stock at cost: 586,849 and 365,855 shares at December 31, 2024 and December 31, 2023, respectively

 ( 1,622,065)

 Additional paid-in capital
 154,593,800
 152,027,110

 Accumulated deficit
 ( 104,297,055)
 ( 85,444,794)

 Accumulated other comprehensive income (loss)
 105,287

 Total stockholders' equity
 48,781,719
 65,313,388

 Total liabilities and stockholders' equity
 $
 62,220,274
 $
 79,425,466

 Consolidated Statements of Operations

 Twelve Months Ended December 31,

 2024
 2023

 Revenue
 $
 35,881,010
 $
 36,214,598

 Costs and expenses:

 Cost of revenue
 21,204,204
 21,621,445

 Sales and marketing
 12,125,066
 10,547,322

 General and administrative
 16,743,046
 13,214,978

 Impairment expense
 4,130,477
 —

 Depreciation and amortization
 1,159,161
 713,135

 Total costs and expenses
 55,361,954
 46,096,880

 Loss from operations
 ( 19,480,944)
 ( 9,882,282)

 Other income (expense):

 Change in the fair value of digital assets
 28,414
 —

 Interest expense
 ( 8,129)
 ( 8,226)

 Loss on divestiture
 ( 2,286,083)
 —

 Other income (expense), net
 2,499,835
 2,535,044

 Total other income (expense), net
 234,037
 2,526,818

 Net loss before income taxes
 ( 19,246,907)
 ( 7,355,464)

 Tax benefit
 394,646
 6,104

 $
 $

 Weighted average common shares outstanding – basic and diluted
 17,067,995
 16,368,216

 Basic and diluted loss per common share
 $
 ( 1.10)
 $
 ( 0.45)

 Consolidated Statements of Comprehensive Loss

 Twelve Months Ended December 31,

 2024
 2023

 $
 $

 Other comprehensive income

 Unrealized gain (loss) on securities held
 262,800

 Unrealized gain (loss) on currency translation
 127,296
 —

 Reclassification of foreign currency translation adjustment to income
 ( 34,218)
 —

 Total other comprehensive income (loss)
 355,878

 Total comprehensive income (loss)
 $
 ( 18,496,383)
 $
 ( 6,819,156)

 Consolidated Statements of Stockholders' Equity

 Common Stock
 Additional
Paid-In
 Treasury
 Accumulated
 Accumulated Other Comprehensive
 Total
Stockholders'

 Shares
 Amount
 Capital
 Stock
 Deficit
 Income (Loss)
 Equity

 Balance, December 31, 2022
 15,603,597
 $
 1,560
 $
 149,148,248
 —
 ( 78,103,066)
 ( 780,795)
 $
 70,265,947

 Cumulative Effect Retained Earnings Adjustment (FMV Crypto)
 —
 —
 —
 —
 7,632
 —
 7,632

 Stock purchase plan & option exercise issuances
 10,376
 17,884
 —
 —
 —
 17,885

 Stock issued for payment of services
 131,520
 300,002
 —
 —
 —
 300,015

 Stock-based compensation
 163,085
 950,752
 —
 —
 —
 950,769

 Shares withheld to cover statutory taxes
 ( 56,422)
 ( 6)
 ( 136,236)
 —
 —
 —
 ( 136,242)

 Reverse stock split fractional share adjustment

 23,789
 ( 2)
 —
 —
 —
 —

 Common stock - Hoozu acquisition
 726,210
 1,746,462
 —
 —
 —
 1,746,535

 Treasury stock
 —
 —
 —
 —
 —

 Unrealized gain (loss) on securities held
 —
 —
 —
 —
 —

 —
 —
 —
 —
 —

 Balance, December 31, 2023
 16,602,155
 $
 1,660
 $
 152,027,110
 $
 $
 ( 85,444,794)
 $
 $
 65,313,388

 Stock purchase plan & option exercise issuances
 71,611
 92,894
 —
 —
 —
 92,901

 Stock issued for payment of services
 125,863
 319,057
 —
 —
 —
 319,070

 Stock-based compensation
 967,721
 2,744,440
 —
 —
 —
 2,744,537

 Shares withheld to cover statutory taxes
 ( 249,332)
 ( 25)
 ( 589,701)
 —
 —
 —
 ( 589,726)

 Treasury stock
 —
 —
 —
 ( 602,068)
 —
 —
 ( 602,068)

 Foreign currency translation adjustment
 —
 —
 —
 —
 —
 93,078
 93,078

 Unrealized gain (loss) on securities held
 —
 —
 —
 —
 —
 262,800
 262,800

 —
 —
 —
 —
 —

 Balance, December 31, 2024
 17,518,018
 $
 1,752
 $
 154,593,800
 $
 ( 1,622,065)
 $
 ( 104,297,055)
 $
 105,287
 $
 48,781,719

 Consolidated Statements of Cash Flows
 Twelve Months Ended December 31,

 2024
 2023

 Cash flows from operating activities:

 $
 $

 Adjustments to reconcile net loss to net cash used for operating activities:

 Adjustment to fair market value of digital assets
 ( 28,414)
 ( 90,320)

 Depreciation
 105,281
 99,408

 Amortization
 1,053,880
 613,727

 Impairment of expense
 4,130,477
 —

 Deferred tax benefit, divestiture
 ( 400,750)
 ( 6,104)

 Stock-based compensation
 2,744,537
 950,769

 Value of stock issued or to be issued for payment of services
 319,070
 300,015

 (Gain)/Loss on disposal of equipment
 —
 ( 4,505)

 Loss on divestiture
 2,115,352
 —

 Bad debt
 —
 50,000

 Changes in operating assets and liabilities:

 Accounts receivable
 ( 3,352,839)
 1,021,690

 Prepaid expenses and other current assets
 ( 264,655)
 3,243,398

 Accounts payable
 207,995
 ( 532,382)

 Accrued expenses
 787,809
 244,730

 Contract liabilities
 ( 23,006)
 ( 3,373,383)

 Net cash used in operating activities
 ( 11,457,524)
 ( 4,832,317)

 Cash flows from investing activities:

 Acquisitions, net of cash acquired
 ( 203,403)
 640,781

 Payment for divestiture
 73,528
 —

 Purchase of short term investments
 —
 ( 285,236,952)

 Proceeds from investment maturities
 20,580,365
 304,424,930

 Purchase of property and equipment
 ( 74,985)
 ( 131,722)

 Proceeds from the sale of digital assets
 191,318
 —

 Capitalization of software development costs
 ( 789,001)
 ( 880,598)

 Proceeds from the sale of PPE
 1,092
 —

 Net cash provided by investing activities
 19,778,914
 18,816,439

 Cash flows from financing activities:

 Proceeds from exercise of stock options & ESPP issuances
 92,901
 17,885

 Purchase of treasury stock
 ( 602,068)

 Payments on shares withheld for statutory taxes
 ( 589,726)
 ( 136,242)

 Net cash used in financing activities
 ( 1,098,893)
 ( 1,138,354)

 Effect of exchange rate changes on cash
 ( 24,757)
 —

 Net increase in cash and cash equivalents
 7,197,740
 12,845,768

 Cash and cash equivalents, beginning of period
 37,446,728
 24,600,960

 Cash and cash equivalents, end of period
 $
 44,644,468
 $
 37,446,728

 Supplemental cash flow information:

 Interest paid
 $
 8,129
 $
 8,852

 Contingent Consideration
 $
 —
 $
 175,000

 Twelve Months Ended December 31,

 2024
 2023

 Supplemental non-cash activities:

 Equipment acquired with financing arrangement
 $
 —
 $
 80,843

 Fair Value of common stock issued for services
 $
 319,070
 $
 300,015

 Common stock issued for payment of acquisition
 $
 —
 $
 1,746,535

 NOTE 1. COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Corporate Information and Nature of Business
 IZEA Worldwide, Inc. (together with its wholly-owned subsidiaries, "IZEA" or the "Company") is a Nevada corporation founded in February 2006 under the name PayPerPost, Inc. and became a public company in May 2011. In March 2016, the Company formed IZEA Canada, Inc., a wholly-owned subsidiary incorporated in Ontario, Canada. In December 2023, IZEA purchased all of Hoozu Holdings' outstanding shares of capital stock, which it subsequently divested in December 2024.
 The Company helps power the creator economy by enabling individuals to monetize their content, creativity and influence through global brands and 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.
 The Company also provides value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing (the "Managed Services"). While the majority of the marketers engage the Company to perform the Managed Services on their behalf, marketers may also access IZEA's marketplaces to engage creators for influencer marketing campaigns or to produce custom content on a self-service basis by licensing the Company's technology.
 Executive Leadership and Board Changes
 On September 6, 2024, the Board appointed Patrick J. Venetucci as the new Chief Executive Officer following the resignation of Edward H. (Ted) Murphy. Under the terms of their respective Separation Agreements, both Mr. Murphy and Ryan S. Schram, President, Chief Operating Officer, and Director, resigned their Director positions as of September 6, 2024, and their executive positions effective September 15, 2024. Neither resignation stemmed from any disagreement with the Company's management or Board. Concurrently, the Company entered into a cooperation agreement (the "Cooperation Agreement") with GP Cash Management, Ltd., GP Investments, Ltd., Rodrigo Boscolo, and Antonio Bonchristiano (collectively, the "GP Parties"). As part of this agreement, the Company's Board of Directors (the "Board") has appointed Mr. Bonchristiano and Mr. Boscolo as directors, filling the vacancies created by the departures of Ted Murphy and Ryan Schram. Mr. Bonchristiano serves on the Compensation Committee, Nominations and Corporate Governance Committee. Messers Bonchristiano and Boscolo both serve on the newly created Strategy and Capital Allocation Committee.
 Principles of Consolidation
 The consolidated financial statements include the accounts of IZEA Worldwide, Inc. and its wholly-owned subsidiaries subsequent to the subsidiaries' acquisition, merger, or formation dates, as applicable. All significant intercompany balances and transactions have been eliminated in consolidation.
 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.
 Cash and Cash Equivalents
 The Company considers all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. Deposits made to Company bank accounts are insured by the Federal Deposit Insurance Corporation ("FDIC") up to a maximum amount of $ 250,000. The Canada Deposit Insurance Corporation ("CDIC") insures deposits made to the Company's bank accounts in Canada up to CAD 100,000. The Australian Financial Claims Scheme insures deposits made to the Company's pre-divestiture accounts in Australia up to AUD $ 250,000. Deposit balances exceeding the various limits were approximately $ 44.2 million and $ 36.7 million as of December 31, 2024 and December 31, 2023, respectively.
 Accounts Receivable and Concentration of Credit Risk
 The Company's accounts receivable balance consists of trade receivables, contract assets, and a reserve for doubtful accounts. Trade receivables are customer obligations due under normal trade terms. Contract assets represent amounts owed for work performed but not yet billed. The Company had net trade receivables of $ 7.8 million, including $ 7.6 million of accounts receivable and contract assets of $ 0.2 million on December 31, 2024. The Company had net trade receivables of $ 5.0 million, including $ 4.9 million of accounts receivable and contract assets of $ 83,697 on December 31, 2023.

 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. We will continue to monitor these factors and adjust our credit and collection policies as necessary to address evolving market conditions and potential risks to financial performance. An account is deemed 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. We assess collectability risk both generally and by specific aged invoices. Our loss history informs a general reserve percentage, which we apply to all invoices less than 90 days from the invoice due date, currently 1 % of the outstanding balance. The general reserve, which we update periodically, recognizes that some invoices will likely become a collection risk. When an invoice ages 90 past its due date, we consider each invoice to determine a reserve for collectability based on our prior history and recent communications with the customer, to determine a reserve amount. Generally, our reserve for such aged invoices will approach 100% of the invoice amount.
 The Company had a reserve for doubtful accounts of $ 0.2 million as of December 31, 2024, and $ 0.2 million as of December 31, 2023. Management believes this estimate is reasonable, but there can be no assurance that the estimate will not change due to economic 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. The Company did not recognize any bad debt expense in the twelve months ended December 31, 2024 and recognized $ 50,000 in the twelve months ended December 31, 2023.
 Concentrations of credit risk with respect to accounts receivable have been typically limited because a large number of geographically diverse customers make up the Company's customer base, thus spreading the trade credit risk. The Company 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 two customers that each accounted for more than 10 % of total accounts receivable on December 31, 2024 and one customer that accounted for more than 10 % of total accounts receivable on December 31, 2023. The Company had one customer that accounted for more than 10 % of its revenue during the twelve months ended December 31, 2024, and one customer that accounted for more than 10 % of its revenue during the twelve months ended December 31, 2023.

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

 Computer Equipment
 3 years

 Office Equipment
 3 - 10 years

 Furniture and Fixtures
 5 - 10 years

 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 in the consolidated statements of operations.
 Goodwill
 Goodwill represents the excess of the consideration transferred for an acquired business over the fair value of the underlying identifiable net assets. Goodwill is not amortized but must be tested for impairment at least annually at the reporting unit level. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component's operating results. Before the acquisition of Hoozu on December 1, 2023, IZEA had one business operating segment with one reporting unit for purposes of goodwill impairment testing. Following its acquisition, Hoozu was treated as a second, separate reporting unit for goodwill impairment testing until its sale.
 The Company performs its annual impairment tests of goodwill as of October 1 each year, or more frequently if certain indicators are present. In the event management determines that the value of goodwill has become impaired, the Company will record a charge 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 goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.
 As described in "Note 5 Intangible Assets," in September 2024, the Company identified a triggering event related to the executive management and Board-level changes, including the Cooperation Agreement, and performed an interim assessment of goodwill, precipitating the write-off of its $ 4.0 million balance of goodwill related to acquisitions of Ebyline, ZenContent, TapInfluence. The Company completed the sale of Hoozu in December 2024, resulting in the derecognition of goodwill of the remaining $ 1.3 million. As a result, the Company had no outstanding goodwill balance as of December 31, 2024.

 Intangible Assets
 The Company acquired the majority of its intangible assets through its acquisition of Hoozu. The Company amortizes identifiable intangible assets over periods of 12 to 60 months. See "Note 5 Intangible Assets" for further details.
 Before liquidating its holdings in September 2024, the Company accounted for its digital assets held as indefinite-lived intangible assets under ASC 350, Intangibles—Goodwill and Other. The Company maintained ownership of and control over its digital assets and used third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently evaluated for any changes in the fair market value.
 In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08"). ASU 2023-08 requires fair value measurement of certain crypto assets each reporting period, with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The Company opted to adopt this guidance early.
 A cumulative effect adjustment to retained earnings was recognized as of January 1, 2023, for $ 7,632. This adjustment brought the carrying value in line with the fair market value as of December 31, 2022. Adjustments were recognized for all quarterly reporting periods for 2023 as of December 31, 2023, to restate the carrying value at the end of each period for the Company's digital assets, as described in "Note 5 Intangible Assets."
 In September 2024, the Company sold all its digital assets for total proceeds of $ 0.2 million, net of de minimis fees. As of December 31, 2024, the Company no longer held any Bitcoin or Ethereum, as all digital assets were sold during the period. The Company did not recognize any impairment of digital assets during the twelve months ended December 31, 2024, and 2023.
 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, 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 would use in their estimates of fair value. In connection with the strategic reorganization and divestitures completed during the twelve months ended December 31, 2024, all intangible assets associated with acquired intangible assets were written off. Further details on these write-offs are provided in "Note 5 - Intangible Assets."
 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 benefits expenses for employees or consultants directly associated with and who devote time 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 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 carrying value over the fair value in its consolidated statements of operations. In December 2024, the Company reviewed its software assets, wrote off fully amortized balances no longer active, and accelerated the amortization of certain software assets no longer in use, with further details provided in "Note 6 - Software Development Costs.
 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
 The Company generates revenue primarily from Managed Services when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management services ("Managed Services"); additionally, we generate revenue from subscription fees charged to access our software platforms, license and transaction fees from self-service customers, and fees from such as inactivity fees, early cash-out fees, and other miscellaneous fees charged to users of our platforms (collectively, "SaaS Services Revenue").
 The Company recognizes revenue 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.
 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 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.
 The Company does not typically engage in contracts that are longer than one year. Therefore, the Company does not capitalize costs to obtain its customer contracts as these amounts generally would be recognized over a period of less than one year and are not material.
 Managed Services Revenue
 For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form 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 and content promotion, such as click-through advertisements appearing in websites and social media channels, and (ii) custom content items, such as a research or news articles, informational material or 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 is satisfied over time as the customer receives the benefits from the services. The majority of revenue is recognized using an input method of costs incurred compared to total expected costs to measure the progress toward satisfying the overall performance obligation of the marketing campaign. The Company's performance obligation in certain contracts with customers may be a stand-ready promise to provide influencer marketing services for an unknown or unspecified quantity of deliverables for a specified term. Under a stand-ready obligation, the Company's performance obligation is satisfied over time throughout the contract term, and therefore, revenue is recognized straight-line over the life of the contract. The Company may provide one type or a combination of all types of these influencer marketing services on a statement of work for

 a lump sum fee. When multiple performance obligations exist in a contract, the Company allocates revenue to each distinct performance obligation at contract inception based on its relative standalone selling price. These performance obligations are to be provided over a period that generally ranges from one day to one year. The delivery of custom content represents a distinct performance obligation that is satisfied at a point in time when each piece of content is delivered to the customer. Based on the Company's evaluations, revenue from Managed Services is reported on a gross basis because the Company 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 establishes the contract price directly with its customers based on the services requested in the statement of work.
 SaaS Services Revenue
 SaaS services revenue includes subscription fees charged to access our software platforms, license and transaction fees from self-service customers, inactivity fees, early cash-out fees, and other miscellaneous fees charged to users of our platforms (collectively, "SaaS Services Revenue").
 Subscription and license revenue is generated by granting customers limited, non-exclusive, non-transferable access to the Company's technology platforms for an agreed-upon subscription period. Customers access the platforms to manage their influencer marketing campaigns. Fees for subscription or licensing services are recognized straight-line over the term of the service.
 Self-service customers instruct creators found through the Company's platforms to provide and/or distribute custom content for an agreed-upon transaction price. The 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 ("Marketplace Spend Fees"). Revenue is recognized when the transaction is completed by the creator and accepted by the 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 to post approved content through one or more social media platforms.
 Other Fees Revenue is generated when fees are charged to the Company's platform users primarily related to monthly plan fees, which are recognized within the month they relate to.
 Advertising Costs
 Advertising costs are charged to expense as they are incurred, including payments to content creators to promote the Company. Advertising costs charged to operations for the twelve months ended December 31, 2024, and 2023 were approximately $ 2.3 million and $ 2.6 million, respectively. Advertising costs are included in sales and marketing expenses in the accompanying consolidated statements of operations.
 Income Taxes
 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. The Company incurs state franchise tax in ten states, which is included in general and administrative expenses in the consolidated statements of 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 based on the statute of limitations by the IRS is generally three years; however, the IRS may examine records and other evidence from the year the net operating loss was generated when the Company utilizes net operating loss carryforwards in future periods. The Company's tax years subject to examination by the Canadian Revenue Agency and the Australian Taxation Office is generally four years.
 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. As of December 31, 2024, the Company holds Level 1 and Level 2 financial assets; this is discussed further in Note 3 - Financial Instruments of Notes to the Consolidated Financial Statements.
 Stock-Based Compensation
 Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plan, as amended (the "2011 Equity Incentive Plan"), and the IZEA Worldwide, Inc. 2023 Inducement Plan (the "Inducement Plan") (see "Note 10 Stockholder's Equity") is measured at the grant date, based on the fair value of the award. It is recognized as an expense over the employee's requisite service 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 uses the simplified method to estimate the expected term of employee stock 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 expire. The Company uses the closing stock price of its common stock on the date of the grant as the associated fair value of its common stock. 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 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.
 The Company may issue shares of restricted stock or restricted stock units ("RSUs") that vest over future periods. The value of shares is recorded as the fair value of the stock or units upon the issuance date and is expensed on a straight-line basis over the vesting period. See "Note 10 Stockholder's Equity" for additional information related to these shares.
 On November 30, 2023, the IZEA Board of Directors adopted 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, subject to certain requirements, RSUs, including performance-based and time-based RSUs, covering up to a total of 1,800,000 shares of IZEA common stock to new employees of IZEA or its subsidiaries. See "Note 10 Stockholder's Equity" for additional information related to shares issued under both plans.
 On December 12, 2024, the Company's stockholders approved an amendment to the Amended and Restated 2011 Equity Incentive Plan. The approved amendment increased the total number of shares available for issuance under the Plan by an additional 700,000 shares. This increase is intended to support the Company's ongoing efforts to attract, retain, and incentivize employees, directors, and other eligible participants, aligning their interests with those of the stockholders and further driving the Company's long-term growth and success.
 Business Combinations and Asset Acquisitions
 The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) Topic 805, "Business Combinations." The acquisition method of accounting is applied to all business combinations, whereby the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree are recognized and measured at their fair values as of the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired and liabilities assumed in a business combination. Goodwill is allocated to reporting units, which are expected to benefit from the synergies of the combination and is subject to annual impairment testing. Acquisition-related costs, including advisory, legal, and due diligence fees, are expensed as incurred and are included in general and administrative expenses in the period in which the acquisition occurs. The financial statements include the results of operations and the financial position of businesses acquired from their respective acquisition dates. Any adjustments to the preliminary fair values of assets acquired and liabilities assumed, known as measurement period adjustments, are recorded during the period of the adjustment.

 Recently Issued Accounting Pronouncements
 Recently Adopted Accounting Pronouncements
 Accounting for and Disclosure of Crypto Assets: In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08"). ASU 2023-08 requires fair value measurement of certain crypto assets each reporting period, with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The Company has opted adopt this guidance early. A cumulative effect adjustment to retained earnings was booked as of January 1, 2023 for $ 7,632. Interim and annual periods for 2022 and 2023 have been presented with the change reflected in fair market value. Expanded disclosures for crypto assets have been added to Note 5 - Intangible Assets.
 Segment Reporting: Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improving Reportable Segment Disclosures. This update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU also requires all annual disclosures currently required by Topic 280 to be included in the interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted and requiring retrospective application to all prior periods presented in the financial statements.
 Recently Issued Accounting Pronouncements Not Yet Adopted
 Income Taxes: Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures of income tax components that affect the rate reconciliation and income taxes paid, broken out by the applicable taxing jurisdictions. The Company expects to adopt this ASU for the annual period beginning on January 1, 2025 and does not expect a material impact on the consolidated financial statements.
 Disaggregation of Income Expenses: In November 2024, the FASB issued ASU No. 2024-03 (Subtopic 220-40) Disaggregation of Income Expenses, which requires entities to provide enhanced disclosures related to certain disclosures related to certain expense categories included in the income statement. The update is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently assessing the timing and impact of adopting the updated provisions.

 NOTE 2. BUSINESS ACQUISITIONS AND DIVESTITURES

 Divestiture of Hoozu Holdings PTY Ltd.
 On December 18, 2024, the Company completed the divestiture of Hoozu Holdings PTY Ltd. ("Hoozu") through its sale to a private Australian company, as part of a strategy to optimize its market focus and enhance the profitability of its North American operations.
 The sale, which was consummated on a cash-free, debt-free basis, resulted in cash proceeds of $ 73,529, net of approximately $ 28,000 transaction costs, and resulted in a net loss of $ 1.9 million, net of a $ 0.3 million deferred tax benefit, which, together with the year-to-date results of operations through the sale date, is reflected in the Company's financial statements for the period ended December 31, 2024.
 Acquisition of Hoozu Holdings, LTD.
 On December 1, 2023, the Company completed the announced acquisition of Hoozu Holdings, LTD, subsequently privatized and restructured to become Hoozu Holdings Pty, Ltd., from Hoozu investors. Hoozu is an Australian influencer marketing company headquartered in Sydney. The net purchase price was approximately $ 2.5 million, including cash consideration of $ 0.6 million and 726,210 shares of common stock, valued at approximately $ 1.7 million at the acquisition date, based on the closing market share price on the acquisition date. Approximately $ 0.2 million of transaction-related costs are separately recorded in general and administrative costs in the accompanying consolidated statement of operations for the year ended December 31, 2023. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date.

 Gross Purchase Consideration

 12/1/2023

 Cash paid at closing
 $
 595,411

 Stock issued at closing
 1,746,535

 First deferred purchase price installment (1)

 114,400

 Second deferred purchase price installment (1)

 60,600

 Total estimated consideration
 $
 2,516,946

 (1) The Company's acquisition of Hoozu on December 1, 2023, included four equal contingent cash consideration payments totaling $ 0.4 million, with twelve-month measurement periods ending December 31, 2024 and 2025. The contingent payments are based on meeting minimum Revenue and Adjusted Earnings before Taxes and Depreciation thresholds for each measurement period. The contingent payments are hit-or-miss, with the first measurement period payments carrying a make-up provision during the second measurement period. The Company determined the fair value of these contingent payments, using Monte Carlo simulation methods, to be $ 0.2 million at the acquisition date, subject to periodic adjustment until both measurement periods are completed. During the quarter that ended June 30, 2024, the Company determined that based upon the lag behind Hoozu's revenue and profitability growth, achieving the deferred purchase price targets for both 2024 and 2025 is not probable and accordingly reduced these installment balances to their expected payout value.
 The table below presents the fair values on December 1, 2023, allocated to the assets acquired and liabilities assumed. The purchase accounting and purchase price allocation for Hoozu are complete. The fair values are presented in the following table:

 12/1/2023

 Accounts receivable
 $
 419,336

 Prepaid expenses
 15,750

 Property and equipment, net
 9,033

 Tradename
 668,000

 Customer list
 935,000

 Goodwill
 1,265,155

 Deferred tax liability
 ( 400,750)

 Accounts payable
 ( 718,515)

 Current liabilities
 ( 930,655)

 Purchase consideration, excluding cash received
 $
 1,262,354

 Plus: cash received
 1,254,592

 Total purchase consideration
 $
 2,516,946

 Accounts receivable shown in the table above represent their gross amount, which approximates the fair value, and are expected to be collected in full. The significant fair value estimates included in the allocation of purchase price are discussed below.
 Other intangible assets with definite lives include acquired customer relationships of $ 0.9 million and tradename of $ 0.7 million. The preliminary fair value of customer-related intangible assets was determined by using the income approach, while the tradename fair value was determined using the relief from the royalty method. Acquired customer relationships and tradename generally have useful lives of 10 years, unless shorter periods are warranted and are amortized to operating costs on an accelerated basis.
 The excess of consideration for Hoozu over the preliminary net fair value of assets acquired and liabilities assumed resulted in the provisional recognition of $ 1.3 million of goodwill, which is not deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce and synergies.
 Contingent liability purchase price installments, which total $ 0.4 million based on meeting certain revenue and EBITDA milestones for 2024 and 2025, were recorded at their fair value of $ 0.2 million at the acquisition date. The contingent

 liability value is subject to periodic adjustment until both measurement dates are completed. No adjustment was recorded in December 2023.
 As of June 30, 2024, the Company reassessed the fair value of the contingent performance-based consideration related to the earnout provision of the acquisition of Hoozu. Based on actual performance to date and revised projections of Hoozu's business performance, it was determined that the contingent milestones were no longer probable of being achieved. Consequently, the contingent liability was adjusted to the expected payout value, resulting in a gain of $ 0.2 million recognized as a reduction to general and administrative expenses in the consolidated statements of income. This adjustment reflects our updated expectation of future performance and aligns with the requirements of ASC 805.
 On March 27, 2024, Hoozu Holdings, Ltd was privatized and restructured to become Hoozu Holdings Pty, Ltd. This administrative change reflects a desire to streamline financial operations.
 Acquisition of 26 Talent
 On July 1, 2024, the Company, through its subsidiary Hoozu, completed the acquisition of 26 Talent in connection with the Company's strategic expansion efforts in the Asia-Pacific (APAC) region. 26 Talent was subsumed by Hoozu's Huume talent management division following the acquisition, making it part of the December 18, 2024 sale of Hoozu. Consideration for the acquisition consisted of cash of $ 0.2 million and contingent consideration totaling up to $ 0.1 million, with twelve-month measurement periods ending July 31, 2025, and 2026. The contingent payments are based on meeting minimum Revenue thresholds for each measurement period. The contingent payments are hit-or-miss. The Company accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities to be assumed to be recognized on the balance sheet at their fair market value as of the acquisition date.

 Gross Purchase Considerations

 07/1/2024

 Cash paid at closing
 $
 150,000

 First deferred purchase price installment(1)

 38,000

 Second deferred purchase price installment(1)

 48,000

 Total estimated consideration
 $
 236,000

 (1)The Company's acquisition of 26 Talent on July 1, 2024, included two equal contingent cash consideration payments totaling up to $ 0.1 million, with twelve-month measurement periods ending July 31, 2025 and 2026. The contingent payments are based on meeting minimum Revenue and Adjusted Earnings before Taxes and Depreciation thresholds for each measurement period. The contingent payments are hit-or-miss. The Company determined the fair value of these contingent payments, using Monte Carlo simulation methods, to be $ 86,000 at the acquisition date, subject to periodic adjustment until both measurement periods are complete.
 The table below presents the provisional fair values on July 1, 2024, allocated to the assets acquired and liabilities assumed. The fair values are presented in the following table:

 Purchase Price Allocation

 Accounts receivable
 $
 146,857

 Prepaid expenses
 8,480

 Customer list
 162,575

 Accounts payable
 ( 14,590)

 Current liabilities
 ( 159,716)

 Purchase consideration, excluding cash received
 $
 143,606

 Plus cash received
 92,394

 Total purchase consideration
 $
 236,000

 Accounts receivable shown in the above table represent their gross amount, which approximates the fair value, and are expected to be collected in full.
 Other intangible assets with definite lives include acquired customer relationships of $ 0.2 million. The preliminary fair value of customer-related intangible assets fair value was determined by using the income approach. Acquired customer

 relationships generally have useful lives of 10 years unless shorter periods are warranted, and are amortized to operating costs on an accelerated basis.
 Contingent liability purchase price installments, which total $ 0.1 million based on meeting certain revenue and EBITDA milestones for 2025 and 2026, were recorded at their fair value of $ 86,000 at the acquisition date. The contingent liability value is subject to periodic adjustment until both measurement dates are completed.
 Acquisition of Zuberance
 On December 1, 2023, the Company entered into an Asset Purchase Agreement (the "Agreement") with Zuberance, Inc., a Delaware corporation ("Zuberance"). Zuberance is a pioneering advocate marketing software platform. Zuberance provides marketers with the tools to build white-label communities of their customers and influencers while engaging these communities to serve as advocates for their brand, leading to low-cost content creation. The net purchase price was $ 18,400 in cash consideration, allocated to the fair value of assets acquired and liabilities assumed, as shown in the following table:

 Estimated Fair Value

 Intangibles-customer relationships
 $
 162,725

 Current liabilities
 ( 58,138)

 Deferred revenue
 ( 86,187)

 Total purchase price
 $
 18,400

 The customer-related intangible assets' fair value was determined using the income approach, has an estimated useful life of 5 years, and will be amortized to operating expenses on an accelerated basis.
 During the fourth quarter of 2024, the Company determined to sunset the Zuberance platform on December 31, 2024, aligning with its commitment to reduce unprofitable investments and to hasten improved financial performance.
 Other
 On July 24, 2024, the Company entered into an agreement with The Reiman Agency ("TRA") and subsequently terminated this agreement, effective September 30, 2024. All consideration paid to TRA upon closing has been returned, and the inducement grant issued in connection with Mr. Reiman's employment was forfeited, including a termination fee. The operating results of TRA, which are immaterial, are included in the Company's operating results for the September 30, 2024 quarter.

 NOTE 3. FINANCIAL INSTRUMENTS
 Cash, Cash Equivalents, and Marketable Securities (Available for Sale)
 The Company has appointed a leading national bank for custody services with respect to investment securities. Investments comply with the Company's revised investment strategy policy, designed to preserve capital, minimize investment risks, and maximize returns.
 The following table shows the Company's cash, cash equivalents, and marketable securities by significant investment category as of December 31, 2024:

 Adjusted Cost
 Unrealized Gains
 Unrealized Losses
 Cash and Cash Equivalents
 Current Marketable Securities (1)

 Cash and cash equivalents
 $
 2,990,837
 $
 —
 $
 —
 $
 2,990,837
 $
 2,990,837
 $
 —

 Level 1 (2)

 Commercial paper
 —
 —
 —
 —
 —
 —

 Money market funds
 41,653,631
 —
 —
 41,653,631
 41,653,631
 —

 US Treasury securities
 1,003,173
 —
 ( 5,103)
 998,070
 —
 998,070

 Subtotal
 42,656,804
 —
 ( 5,103)
 42,651,701
 41,653,631
 998,070

 Level 2 (3)

 Asset back securities
 976,387
 22,492
 —
 998,879
 —
 998,879

 Corporate debt securities
 4,435,719
 ( 5,516)
 4,430,539
 —
 4,430,539

 Subtotal
 5,412,106
 22,828
 ( 5,516)
 5,429,418
 —
 5,429,418

 Total
 $
 51,059,747
 $
 22,828
 $
 ( 10,619)
 $
 51,071,956
 $
 44,644,468
 $
 6,427,488

 (1) Current Marketable Securities have a holding period under one year.
 (2) Level 1 fair value estimates are based on quoted prices in active markets for identical assets and liabilities.
 (3) Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets and liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.
 The Company records the fair value of cash equivalents and marketable securities on the balance sheet. The adjusted cost, which includes unrealized gains and losses, reflects settlement amounts if all investments are held to maturity. The Company recognized a loss of $ 4,323 for the twelve months ended December 31, 2024, and recognized a gain of $ 104 for the twelve months ended December 31, 2023, respectively. Realized gains and losses are a component of other income (expense), net. Unrealized gains and losses are a component of other comprehensive income (loss) ("OCI").
 The following table summarizes the estimated fair value of investments in marketable debt securities by stated contractual maturity dates:

 As of December 31, 2024

 As of December 31, 2023

 Due in 1 year or less
 $
 6,427,488
 $
 17,126,057

 Due in 1 year through 5 years
 —
 9,618,996

 Total
 $
 6,427,488
 $
 26,745,053

 The following table presents fair values and net unrealized gains (losses) recorded to OCI, aggregated by investment category:

 Net Unrealized Gain (Loss)
 Net Unrealized Gain (Loss)

 Cash and cash equivalents
 $
 44,644,468
 $
 —
 $
 37,446,728
 $
 —

 Government bonds
 998,070
 ( 5,103)
 6,939,713
 ( 79,840)

 Corporate debt securities
 4,430,539
 ( 5,180)
 16,196,931
 ( 124,431)

 Asset backed securities
 998,879
 22,492
 3,608,409
 ( 46,320)

 Total
 $
 51,071,956
 $
 12,209
 $
 64,191,781
 $

 During the twelve months ended December 31, 2024, the Company did not recognize any credit losses and had no ending allowance balance for credit losses.

 NOTE 4. PROPERTY AND EQUIPMENT
 Property and equipment consist of the following:

 Furniture and fixtures
 $
 29,848
 $
 29,848

 Office equipment
 8,506
 8,506

 Computer equipment
 277,918
 281,950

 Total
 316,272
 320,304

 Less accumulated depreciation
 ( 212,698)
 ( 114,927)

 Property and equipment, net
 $
 103,574
 $
 205,377

 Depreciation expense on property and equipment recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss was $ 0.1 million and $ 99,408 for the twelve months ended December 31, 2024 and 2023, respectively.

 NOTE 5. INTANGIBLE ASSETS

 Definite Lived Intangible Assets

 Definite lived intangible assets, net of amortization as of December 31, 2024, and December 31, 2023, totaled $ 0 and $ 1.7 million, respectively.
 As of December 31, 2024, the Company concluded the divestiture of its Hoozu business and the sunsetting of its Zuberance platform. In connection with these strategic decisions, all related intangible assets, including software, intellectual property, and other intangible assets associated with Hoozu and Zuberance, were fully written off. This write-off reflects the cessation of operations related to these assets and the Company's commitment to streamlining its portfolio in alignment with its evolving business strategy. The write-off was recorded in the Company's financial statements for the year ending December 31, 2024, resulting in a non-cash income statement charge.

 Balance
 Accumulated Amortization
 Net Book Value
 Balance
 Accumulated Amortization
 Net Book Value
 Useful Life in years

 Trade names
 $
 —
 $
 —
 $
 —
 $
 668,000
 $
 5,567
 $
 662,433

 Customer lists

 Hoozu
 —
 —
 —
 935,000
 7,791
 927,209

 Zuberance
 —
 —
 —
 162,508
 2,709
 159,799

 Total definite-lived intangible assets
 $
 —
 $
 —
 $
 —
 $
 1,765,508
 $
 16,067
 $
 1,749,441

 Total intangible assets from the Company's acquisitions and other acquired assets net of accumulated amortization thereon consisted of the following:

 Hoozu intangible assets
 $
 —
 $
 1,603,000

 Zuberance intangible assets
 —
 162,508

 Total
 $
 —
 $
 1,765,508

 Less accumulated amortization
 —
 ( 16,067)

 Intangible assets, net
 $
 —
 $
 1,749,441

 Amortization expense recorded in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss was $ 0.3 million and $ 16,068 for the twelve months ended December 31, 2024 and 2023, respectively.

 Digital Assets
 In September 2024, the Company sold all its digital assets for total proceeds of $ 0.2 million, net of de minimis fees.
 As of December 31, 2024, the Company no longer held any digital assets. The Company recorded a gain of $ 28,414 for the twelve months ended December 31, 2024, respectively.
 The Company determines the fair value of its digital assets on a recurring basis in accordance with ASU 2023-8, Accounting for and Disclosure of Crypto Assets, based on quoted prices on the active exchange(s) that have been determined to be the principal market for such assets (Level 1 inputs). The Company performs an analysis monthly to identify whether the fair market value of the digital assets has changed. If the then-current carrying value of a digital asset is different from the fair value so determined, an adjustment in the amount equal to the difference between their carrying value and the price determined is recognized.
 Gains and losses on digital assets are recognized within other income in the consolidated statements of operations and comprehensive loss in the period in which the change to fair market value is identified. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and the carrying value of the digital assets sold immediately prior to the sale.
 Goodwill
 The Company's goodwill balance changed as follows:

 Amount

 Balance on December 31, 2022
 $
 4,016,722

 Acquisitions during 2023
 1,265,155

 Currency translation adjustment
 $
 ( 1,505)

 Balance on December 31, 2023
 $
 5,280,372

 Impairment of goodwill
 ( 4,016,722)

 Divestiture of subsidiary
 ( 1,266,393)

 Currency translation adjustment
 2,743

 Balance on December 31, 2024
 $
 —

 The Company completed its acquisition of Hoozu on December 1, 2023. While Hoozu's business is reported together with our Managed Services business, it will be treated as a separate component for goodwill impairment testing.
 The Company performs an annual impairment assessment of goodwill on October 1 each year or more frequently if certain indicators are present. In September 2024, the Company identified a triggering event related to changes in executive management and Board-level changes, including the Cooperation Agreement. As a result, the Company performed an interim assessment of goodwill using the income approach of the discounted cash flow method and the market approach of the guideline transaction method. This assessment determined that the carrying value of the Company's IZEA reporting segment exceeded its fair value, leading to a $ 4.0 million goodwill impairment recorded in September 2024.
 In December 2024, in conjunction with recording a loss on the divestiture of its Hoozu reporting unit, the Company recognized a 1.3 million impairment related to intangible assets from the divested business, bringing the consolidated goodwill impairment for the year ended December 31, 2024, to $ 5.3 million.
 The Company had no goodwill balance remaining as of December 31, 2024.

 NOTE 6. SOFTWARE DEVELOPMENT COSTS

 Software development costs consist of the following:

 Software development costs
 $
 2,896,099
 $
 5,390,403

 Less accumulated amortization
 ( 809,439)
 ( 3,333,431)

 Software development costs, net
 $
 2,086,660
 $
 2,056,972

 In 2022, the Company began developing two new web-based influencer marketing platforms, IZEA Flex and Marketplace, to replace IZEAx and Shake, respectively. IZEAx was sunset in mid-2023, and Shake was sunset in Q4 of 2022. The Company capitalized software development costs of $ 0.8 million during the twelve months ended December 31, 2024. The Company capitalized software development costs of $ 0.9 million during the twelve months ended December 31, 2023. As a result, the Company has capitalized $ 2.9 million in direct materials, consulting, payroll, and benefit costs to its internal-use software development costs in the consolidated balance sheet as of December 31, 2024.
 The Company amortizes its software development costs, commencing upon the initial release of the software or additional features, on a straight-line basis over the estimated useful life of five years, which is consistent with the amount of time its legacy platforms were in service or its actual useful life, if shorter. The Company recorded amortization expenses associated with its capitalized software development cost of $ 0.8 million and $ 0.6 million during the twelve months ended December 31, 2024 and 2023, respectively.
 In December 2024, the Company completed a review of its software assets and wrote off fully amortized balances that were no longer active. Additionally, the Company accelerated approximately $ 0.2 million of amortization of certain software assets that were determined to be no longer in use. These adjustments align with the Company's commitment to maintaining accurate financial reporting and reflect the updated status of its intangible assets.

 As of December 31, 2024, future estimated amortization expense related to software development costs is set forth in the following schedule:

 Software Development Amortization Expense

 2025
 573,553

 2026
 571,664

 2027
 540,385

 2028
 273,417

 2029
 127,641

 Total
 $
 2,086,660

 NOTE 7. ACCRUED EXPENSES
 Accrued expenses consist of the following:

 Accrued payroll liabilities
 $
 2,189,531
 $
 2,153,617

 Accrued taxes
 47,046
 253,677

 Current portion of finance obligation
 59,386
 59,386

 Accrued other
 1,438,160
 (1)
 616,780

 Total accrued expenses
 $
 3,734,123
 $
 3,083,460

 (1) During the quarter ended September 30, 2024, the Company announced the departure of two executives. In accordance with their Separation Agreements and the payments they are entitled to receive, a severance amount of $ 0.9 million was accrued and will be paid over a twelve-month period. In December 2024, in conjunction with a targeted workforce reduction, the Company accrued $ 0.3 million in severance costs to be paid in January 2025.

 NOTE 8. NOTES PAYABLE
 Finance Obligation
 The Company pays for its laptop computer equipment through long-term payment plans, using an imputed interest rate of 8 %, based on its incremental borrowing rate, to determine the present value of its financial obligation and to record interest expense over the term of the plan. The Company refreshed a portion of its computer inventory during the fourth quarter of 2022, entering a new three-year payment plan with the same vendor. The total balance owed was $ 63,420 and $ 122,805 as of December 31, 2024 and December 31, 2023, respectively, with the short-term portion of $ 59,386 and $ 59,386 recorded under accrued expenses in the consolidated balance sheets as of December 31, 2024, and December 31, 2023, respectively.

 Summary
 Interest expense on financing arrangements recorded in the Company's consolidated statements of operations was $ 8,129 and $ 8,226 during the twelve months ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the future contractual maturities of the Company's long-term payment obligations by year are set forth in the following schedule:

 2025
 59,386

 2026
 4,034

 Total
 $
 63,420

 NOTE 9. COMMITMENTS AND CONTINGENCIES

 Deferred Purchase Price
 On December 18, 2024, the Company completed its divestiture of Hoozu, including its future obligations related to consolidated Hoozu and 26 Talent contingent liabilities.
 The Company's acquisition of Hoozu on December 1, 2023, included four equal contingent cash consideration payments totaling $ 0.4 million, with twelve-month measurement periods ending December 31, 2024 and 2025. The Company recorded a contingent liability of $ 0.2 million, the initial fair value of these contingent payments at the purchase date, subject to quarterly adjustment until both measurement periods are completed. On June 30, 2024, the Company determined that achieving the contingent milestones was no longer possible based on current and projected business performance. Accordingly, it adjusted the fair value to zero, resulting in a gain of $ 0.2 million recognized as a reduction to general and administrative expenses in the consolidated statements of income. This adjustment reflects our updated expectation of future performance and aligns with the requirements of ASC 805.
 The Company's acquisition of 26 Talent through its subsidiary Hoozu on July 1, 2024, included two equal contingent cash consideration payments totaling $ 0.1 million, with twelve-month measurement periods ending July 31, 2025, and 2026. The contingent payments are based on meeting minimum Revenue thresholds for each measurement period. The contingent payments are hit-or-miss. The Company determined the fair value of these contingent payments to be $ 86,000 at the acquisition date, subject to periodic adjustment until both measurement periods are completed.
 Lease Commitments
 The Company does not have any operating or finance leases greater than 12 months in duration as of December 31, 2024.
 Retirement Plans
 The Company offers a 401(k) plan to its eligible employees. The Company matches participant contributions in an amount equal to 50 % of each participant's contribution up to 8 % of the participant's salary. The participants become vested in 20 % annual increments after two years of service or fully vest upon the age of 60. Total expense for employer matching contributions during the twelve months ended December 31, 2024, and 2023 was recorded in the Company's consolidated statements of operations as follows:

2024
2023

 Cost of revenue
 $
 79,983
 $
 77,185

 Sales and marketing
 118,858
 75,145

 General and administrative
 166,158
 144,277

 Total contribution expense
 $
 364,999
 $
 296,607

 Litigation
 From time to time, the Company may become involved in lawsuits and various other legal proceedings that arise in the ordinary course of its business. Litigation is, however, subject to inherent uncertainties and an adverse result in any such litigation that may arise from time to time that may harm the Company's business. The Company is currently not party to any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on the Company.

 NOTE 10. STOCKHOLDERS' EQUITY
 Authorized Shares
 The Company has 50,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, each with a par value of $ 0.0001 per share. 500,000 shares of preferred stock are designated as Series A Junior Participating Preferred Stock.
 Reverse Stock Split
 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 Annual Report on Form 10-K.
 Share Repurchase
 On March 30, 2023, the Company announced that its Board of Directors had authorized a $ 1.0 million share repurchase program of the Company's common stock.
 During the repurchase program, the Company purchased 365,855 shares of the Company's common stock on the open market with an average price per share of $ 1.23, for a total of $ 1.0 million. Shares purchased before June 16, 2023, have been adjusted for the reverse stock split. Repurchased shares have the status of treasury shares and may be issued, if and when needed, for general corporate purposes. The repurchase program was completed in August 2023.
 On June 28, 2024, the Company announced that its Board of Directors had authorized a $ 5.0 million share repurchase program of the Company's common stock. In conjunction with the cooperation agreement signed on September 6, 2024, the repurchase maximum was raised to $ 10.0 million. On September 30, 2024, the Company entered into an agreement adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The agreement assists the Company in implementing its stock repurchase programs, providing for the purchase of up to $ 9.9 million, the remaining amount under its $ 10.0 million share repurchase program. Purchases under the Rule 10b5-1 plan commenced on November 1, 2024, and terminate on the earliest of May 15, 2025, until the aggregate number of shares are repurchased or upon certain other events. Purchases will be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management. As of December 31, 2024, 220,994 shares had been repurchased under the program with an average price per share of $ 2.70, for a total of $ 0.6 million.
 Equity Incentive Plan
 The Company's stockholders approved an amendment and restatement of the 2011 Equity Incentive Plan at the Company's 2024 Annual Meeting of Stockholders held on December 12, 2024, to increase the number of plan shares by 700,000 shares, from 3,675,000 to 4,375,000 shares. As of December 31, 2024, the Company had 1,112,242 remaining shares of common stock available for issuance pursuant to future grants under the 2011 Equity Incentive Plan.
 Restricted Stock
 Under the 2011 Equity Incentive Plan, the Board determines the terms and conditions of each restricted stock issuance, including any future vesting restrictions.
 In 2023, the Company issued its five independent directors a total of 131,520 shares of restricted common stock with a grant date fair value of $ 0.3 million 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 twelve months ended December 31, 2024, the Company issued its seven independent directors a total of 125,863 shares of restricted common stock, respectively, with an aggregate grant date valuation of $ 0.3 million for their service as directors of the Company.

 The following table contains summarized information about restricted stock issued during the years ended December 31, 2023 and December 31, 2024:

 Restricted Stock
 Common Shares
Grant Date
Remaining Years
to Vest

 Nonvested at December 31, 2022
 $
 5.36
 0.3

 131,520
 2.28

 ( 131,592)
 2.28

 Nonvested at December 31, 2023
 —
 $
 —
 0.0

 125,863
 2.54

 ( 125,863)
 2.54

 Nonvested at December 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.
 Expenses recognized on restricted stock issued to directors for services were $ 0.3 million and $ 0.3 million during the twelve months ended December 31, 2024, and 2023, respectively. There were $ 0 and $ 376 during the twelve months ended December 31, 2024, and 2023, recognized on restricted stock issued to employees, respectively.
 On December 31, 2024, the fair value of the Company's common stock was approximately $ 2.75 per share, and the intrinsic value of the non-vested restricted stock was $ 0. Future compensation expense related to issued but non-vested restricted stock awards as of December 31, 2024, is $ 0.
 Restricted Stock Units
 The Board determines the terms and conditions of each restricted stock unit award issued under the 2011 Equity Incentive Plan.
 During the twelve months ended December 31, 2023, the Company issued a total of 870,191 time-based restricted stock units, initially valued at $ 2.1 million, as additional compensation: 491,482 restricted stock units initially valued at $ 1.2 million to non-executive employees and 378,709 restricted stock units initially valued at $ 0.9 million to executives. These restricted stock units have vesting periods ranging from 36 to 48 months from issuance.
 During the twelve months ended December 31, 2024, the Company issued a total of 2,348,423 time-based and performance-based restricted stock units, initially valued at $ 4.8 million, as additional compensation: 971,391 time-based restricted stock units, initially valued at $ 2.3 million, to non-executive employees and 886,632 time-based restricted stock units, initially valued at $ 2.0 million, to executives. These time-based restricted stock units have vesting periods ranging from 36 to 48 months from issuance. Additionally, 490,400 performance-based restricted stock units ("PBRSUs") were granted with an initial fair value of $ 0.5 million. The vesting of these awards will occur annually over a four-year period and is contingent upon the achievement of specified performance measures, including a market condition.
 The fair value of the awards is estimated on the grant date using a Monte Carlo simulation model due to the market condition for the performance-based restricted stock units. The fair value assumptions using the Monte Carlo simulation model for awards granted in 2024 and 2023 were:

 2024
 2023

 Risk-free rate
 %
 —
 %

 Simulation term (in years)
 3.3
 —

 Annual volatility (rounded)
 %
 —
 %

 The following table contains summarized information about restricted stock units during the years ended December 31, 2023, and the twelve months ended December 31, 2024:

 Restricted Stock Units
 Common Shares
Grant Date
Remaining Years
to Vest

 Nonvested at December 31, 2022
 329,070
 $
 3.79
 2.5

 870,191
 2.38

 ( 163,085)
 3.55

 ( 73,327)
 3.18

 Nonvested at December 31, 2023
 962,849
 $
 2.60
 2.5

 1,858,023
 2.31

 Vested(1)

 ( 956,679)
 2.54

 ( 305,821)
 2.41

 Nonvested at December 31, 2024
 1,558,372
 $
 2.33
 2.6

 (1)During the quarter ended September 30, 2024, the Company announced the departure of two executives. In accordance with their Separation Agreements, all outstanding equity awards, including stock options and restricted stock units (RSUs), held by the departing executives vested immediately upon separation, resulting in the vesting of 523,683 RSUs.
 Expenses recognized on restricted stock units issued to employees were $ 2.6 million and $ 0.7 million during the twelve months ended December 31, 2024 and 2023, respectively. On December 31, 2024, the fair value of the Company's common stock was approximately $ 2.75 per share, and the intrinsic value of the non-vested restricted units was $ 4.3 million. Future compensation related to the non-vested restricted stock units as of December 31, 2024, is $ 3.1 million, and it is estimated to be recognized over the weighted-average vesting period of approximately 2.6 years.
 Stock Options
 Under the 2011 Equity Incentive Plan, the Board determines the exercise price to be paid for the stock option shares, the period within which each stock option may be exercised, and the terms and conditions of each stock option. The exercise price of incentive and non-qualified stock options may not be less than 100 % of the fair market value per share of the Company's common stock on the grant date. If an individual owns stock representing more than 10 % of the outstanding shares, the exercise price of each share of an incentive stock option must be equal to or exceed 110 % of fair market value. Unless otherwise determined by the Board at the time of grant, the exercise price is set at the fair market value of the Company's common stock on the grant date (or the last trading day prior to the grant date, if it is awarded on a non-trading day). Additionally, the term is set at ten years, and the option typically vest on a straight-line basis over the requisite service period as follows: 25 % one year from the date of grant with the remaining vesting monthly in equal increments over the following three years. The Company issues new shares for any stock awards or options exercised under its 2011 Equity Incentive Plan.
 A summary of option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2023, and the December 31, 2024, is presented below:

 Options Outstanding
 Common Shares
Exercise Price
Remaining Life
(Years)

 Outstanding at December 31, 2022
 415,562
 $
 11.31
 5.3

 Exercised
 ( 586)
 0.96

 Expired
 ( 71,013)
 19.99

 ( 362)
 7.75

 Outstanding at December 31, 2023
 343,601
 $
 9.53
 5.2

 Exercised
 ( 65,154)
 1.21

 Expired
 ( 244,588)
 10.51

 ( 520)
 9.24

 Outstanding at December 31, 2024
 33,339
 $
 18.60
 3.7

 Exercisable at December 31, 2024
 32,214
 $
 18.82
 3.6

 During the twelve months ended December 31, 2024, 65,154 options were exercised for gross proceeds of $ 79,083. The intrinsic value of the exercised options was $ 86,360. During the twelve months ended December 31, 2023, 586 options were exercised for gross proceeds of $ 563. The intrinsic value of the exercised options was $ 838. The fair value of the Company's common stock on December 31, 2024, was approximately $ 2.75 per share, and the intrinsic value on outstanding options as of December 31, 2024, was $ 304. The intrinsic value of the exercisable options as of December 31, 2024, was $ 304.
 A summary of the nonvested stock option activity under the 2011 Equity Incentive Plan during the years ended December 31, 2023, and December 31, 2024, is presented below:

 Nonvested Options
 Common Shares
Grant Date
Remaining Years
to Vest

 Nonvested at December 31, 2022
 72,474
 $
 5.80
 1.7

 ( 31,474)
 9.53

 ( 14,627)
 19.99

 Nonvested at December 31, 2023
 26,373
 $
 8.83
 1.1

 ( 24,728)
 18.60

 ( 520)
 9.24

 Nonvested at December 31, 2024
 1,125
 $
 18.60
 3.7

 There were outstanding options to purchase 33,339 shares with a weighted average exercise price of $ 18.60 per share, of which options to purchase 32,214 shares were exercisable with a weighted average exercise price of $ 18.82 per share as of December 31, 2024.
 Expenses recognized on stock options issued to employees during the twelve months ended December 31, 2024 and 2023 were $ 0.2 million and $ 0.2 million, respectively. Future compensation related to non-vested awards as of December 31, 2024, is $ 9,002, and it is estimated to be recognized over the weighted-average vesting period of approximately 3.7 years.
 Zero stock options were granted under the 2011 Equity Incentive Plan in the twelve months ended December 31, 2024, and 2023.

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

 entry into employment with IZEA or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules.
 On December 1, 2023, the Board approved the grant of inducement awards under the Inducement Plan to five employees of Hoozu consisting of an aggregate of 328,354 unregistered 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. These grants were forfeited in connection with the December 18, 2024 Hoozu divestiture. On October 15, 2024, the Company granted 50,000 unregistered shares in conjunction with the employment of our Chief Talent Officer. The shares associated with the Inducement Plan were registered on March 27th, 2025, under Form S-8.
 The following table contains summarized information about inducement grant-related RSUs during the years ended December 31, 2023, and December 31, 2024.

 Inducement Shares
 Time-Based
 Performance Based
 Total

 10,000
 328,354
 338,354

 —
 —
 —

 Grant Outstanding at December 31, 2023
 10,000
 328,354
 338,354

 219,355
 219,355

 ( 179,355)
 ( 328,354)
 ( 507,709)

 Grant Outstanding at December 31, 2024
 50,000
 —
 50,000

 Employee Stock Purchase Plan
 The amended and restated IZEA Worldwide, Inc. 2014 Employee Stock Purchase Plan (the "ESPP") provides for the issuance of up to 125,000 shares of the Company's common stock to employees regularly employed by the Company for 90 days or more on a full-time or part-time basis ( 20 hours or more per week on a regular schedule). The ESPP operates in successive six-month periods commencing at the beginning of each fiscal year half. Each eligible employee who elects to participate may purchase up to 10 % of their annual compensation in common stock, not to exceed $ 21,250 annually or 2,000 shares per offering period. The purchase price will be the lower of (i) 85 % of the fair market value of a share of common stock on the first day of the offering period or (ii) 85 % of the fair market value of a share of common stock on the last day of the offering period. The ESPP will continue until January 1, 2028, unless otherwise terminated by the Board.
 The stock compensation expense on ESPP options was $ 5,008 and $ 8,716 for the twelve months ended December 31, 2024, and 2023, respectively. As of December 31, 2024, there were 77,931 remaining shares of common stock available for future issuance under the ESPP. Cash received from employee contributions for ESPP Options was $ 13,818 and $ 17,322 for the twelve months ended December 31, 2024, and 2023, respectively.
 Shareholder Rights Plan
 On May 28, 2024, the Board of Directors declared a dividend to the holders of the Company's common stock outstanding at the close of business on June 7, 2024 (the "Record Date") of one preferred share purchase right (a "Right") for each share of common stock. Each Right initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.001 per share (the "Preferred Shares"), at a price of $ 8.25 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a rights agreement (the "Rights Agreement"), dated May 28, 2024, between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the "Rights Agent").
 Initially, the Rights are attached to all common stock certificates outstanding as of the Record Date and evidenced by such shares being registered in the name of the holder thereof together with the Summary of Rights (as defined in the Rights Agreement), and no separate certificates evidencing the Rights ("Right Certificates") will be issued. The Rights Agreement provides that, until the Distribution Date (as defined below), or earlier expiration or redemption of the Rights, (i) the Rights will be transferred with and only with the common stock, (ii) new common share certificates issued after the Record Date or upon transfer or new issuance of common stock will contain a legend incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for common stock outstanding as of the Record Date, even without such legend or a

 copy of the Summary of Rights, will also constitute the transfer of the Rights associated with the common stock represented by such certificate.
 The Rights would separate and begin trading separately from the common stock, and Right Certificates will be caused to evidence the rights on the earlier to occur of (i) the close of business on the tenth (10th) business day after a public announcement that a person or group of affiliated or associated persons (with certain exceptions noted below, an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding common stock and (ii) the close of business on the tenth (10th) business day after the commencement by any person of, or of the first public announcement of the intention of any person to commence, a tender or exchange offer the consummation of which would result in such person becoming the beneficial owner of 15% or more of the outstanding shares of common stock (the earlier of such dates being called the "Distribution Date"). As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the "Rights Certificates") will be mailed to holders of record of common stock as of the close of business on the Distribution Date, and such separate Rights Certificates alone will evidence the Rights.
 "Acquiring Person" shall not include (i) any person who became an "Acquiring Person" as a result of the events described in (i) through (v) of Section 1 of the Rights Agreement, (ii) any Excluded Persons or Grandfathered Persons, each as defined under the Rights Agreement and (iii) any Exempt Persons (as defined below).
 The Rights are not exercisable until the Distribution Date. The Rights will expire at the earliest of (i) the close of business on May 28, 2025, or such later date as may be established by the Board of the Company prior to the expiration of the Rights, (ii) the time at which the Rights are redeemed or exchanged by the Company, and (iii) upon the occurrence of certain transactions.
 This description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 28, 2024.
 Summary of Stock-Based Compensation
 The stock-based compensation cost related to all awards granted to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period utilizing the weighted-average forfeiture rates as disclosed in "Note 1 Company and Summary of Significant Accounting Policies." Total stock-based compensation expense recognized on restricted stock, restricted stock units, stock options, and employee stock purchase plan issuances during the twelve months ended December 31, 2024, and 2023 was recorded in the Company's consolidated statements of operations as follows:

2024
2023

 Cost of revenue
 238,143
 $
 89,457

 Sales and marketing
 255,313
 145,744

 General and administrative(1)

 2,251,081
 715,568

 Total stock-based compensation
 $
 2,744,537
 $
 950,769

 (1) During the quarter ended September 30, 2024, the Company announced the departure of two executives. In accordance with their Separation Agreements, all outstanding equity awards, including stock options and restricted stock units (RSUs), held by the departing executives vested immediately upon separation, resulting in an additional $ 1.1 million in stock expense being recognized.

 Accumulated Other Comprehensive Income (Loss)
 We recognize activity in other comprehensive income (loss) for unrealized gains and losses on securities and foreign currency translation adjustments. The activity in accumulated other comprehensive income (loss) for the three and twelve months ended December 31, 2024, and 2023, respectively, was as follows:

2024
2023

 Unrealized Gain (Loss) on Securities
 Currency Translation Adjustment
 Reclassification of foreign currency translation adjustment to income
 Total Accumulated Other Comprehensive Income (Loss)
 Unrealized Gain (Loss) on Securities
 Currency Translation Adjustment
 Total Accumulated Other Comprehensive Income

 Balance at December 31
 $
 $
 —

 $
 $
 ( 780,795)
 $
 —
 $
 ( 780,795)

 Other comprehensive income (loss)
 262,800
 127,296
 ( 34,218)
 355,878
 —

 Balance at December 31
 $
 12,209
 $
 127,296
 $
 ( 34,218)
 $
 105,287
 $
 $
 —
 $

 NOTE 11. LOSS PER COMMON SHARE

 Basic earnings (loss) per common share is computed by dividing the net income or loss by the basic weighted average number of shares of common stock outstanding during each period presented. Although restricted stock is issued upon the grant of an award, the Company excludes restricted stock from the computations of the weighted average number of shares of common stock outstanding until the stock vests. Diluted loss per share is computed by dividing the net income or loss by the sum of the total of the basic weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises.

2024
2023

 $
 $

 Weighted average shares outstanding - basic and diluted
 17,067,995
 16,368,216

 Basic and diluted loss per common share
 $
 ( 1.10)
 $
 ( 0.45)

 The Company excluded the following weighted average items from the above computation of diluted loss per common share, as their effect would be anti-dilutive:

2024
2023

 Stock options
 33,339
 309,297

 Restricted stock units
 1,515,827
 571,504

 Restricted stock
 —

 Total excluded shares
 1,549,166
 880,813

 NOTE 12. REVENUE

 The following table illustrates the Company's revenue by product service type:

2024
2023

 Managed Services Revenue
 $
 35,058,023
 $
 35,740,685

 SaaS Services Revenue
 822,987
 473,913

 Total Revenue
 $
 35,881,010
 $
 36,214,598

 Managed Services revenue is comprised of two types of revenue, Sponsored Social and Content. Sponsored Social revenue, which totaled $ 30.6 million for the twelve months ended December 31, 2024, respectively, is recognized over time. Content revenue, which totaled $ 4.5 million during the twelve months ended December 31, 2024, respectively, is recognized at a point in time and includes approximately $ 1.0 million related to Hoozu
 SaaS Revenue is comprised of three types of revenue, License Fees, Marketplace Spend Fees, and Other Fees. License Fees revenue, which totaled $ 0.6 million for the twelve months ended December 31, 2024, respectively, is recognized over time. Marketplace Spend Fees revenue totaled $ 30,261, and Other Fees revenue totaled 0.2 million during the twelve months ended December 31, 2024 respectively, both recognized at a point in time.
 The following table provides the Company's revenues as determined by customer geographic region:

2024
2023

 Revenue from North America
 $
 29,359,483
 $
 33,427,045

 Revenue from APAC
 5,407,246
 2,475,293

 Revenue from Other
 1,114,281
 312,260

 Total
 $
 35,881,010
 $
 36,214,598

 Contract Assets and Liabilities
 The following tables provide information about receivables, contract assets, and contract liabilities from contracts with customers reported in the Company's consolidated balance sheet:

 December 31, 2022

 Billed Contract Assets
 $
 7,835,041
 $
 5,133,677
 $
 5,858,822

 Unbilled Contract Assets
 151,783
 83,696
 ( 39,095)

 Allowance for Doubtful Accounts
 ( 205,000)
 ( 205,000)
 ( 155,000)

 Contract Liabilities
 ( 8,188,651)
 ( 8,891,205)
 ( 11,247,746)

 Net Contract assets (liabilities)
 $
 ( 406,827)
 $
 ( 3,878,832)
 $
 ( 5,583,019)

 The Company does not typically engage in contracts longer than one year. Therefore, the Company will recognize substantially all of the contract liabilities recorded at the end of the year in the following year. The contract liability balance as of December 31, 2023, was $ 8.9 million. Of that balance, $ 8.1 million was carried to revenue for 2024. The contract liability balance as of December 31, 2024, was $ 8.2 million. The Company expects to recognize the associated revenue during the next twelve months. The accounts receivable balance as of December 31, 2023 was $ 5.0 million. $ 0.2 million of the outstanding receivables balance from the prior year is still outstanding as of December 31, 2024. The carryforward receivables balance is fully reserved as of December 31, 2024.
 Contract receivables are recognized when the receipt of consideration is unconditional. Contract liabilities relate to the consideration received from customers in advance of the Company satisfying performance obligations under the terms of the contracts, which will be earned in future periods. Contract liabilities increase as a result of receiving new advance payments from customers and decrease as revenue is recognized upon the Company meeting the performance obligations. As a practical expedient, the Company expenses the costs of sales commissions that are paid to its sales force associated with obtaining contracts that are less than one year in length in the period incurred.
 Remaining Performance Obligations
 Due to most of the Company's contracts being one year or less in length. As such, the remaining performance obligations at December 31, 2024 and December 31, 2023, are equal to the contract liabilities disclosed above. The Company expects to recognize the full balance of the unearned revenue from December 31, 2024 within the subsequent twelve months.

 NOTE 13. SEGMENT DISCLOSURES
 The Company provides value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing (the "Managed Services"). Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer ("CEO"). We evaluate our financial performance based on the results of one reportable operating segment, as defined by ASC 280.
 The CODM monitors revenue growth and profitability trends to assess market demand, pricing strategies, new customer growth, current customer retention and expansion, and growth by market vertical. Personnel cost trends are studied to assess efficiency, efficacy of incentive programs, and to determine the need for headcount adjustments. Cash operating cost trends inform how non-payroll costs are impacting cash resources. Taken together, net income is the ultimate measure of performance, or investment in growth. Resource allocation decisions include funding new technologies, additional headcount to drive and manage growth, informing cost management strategies and evaluating financing needs.
 The following table depicts reportable segment results reviewed by the CODM:

 2024
 2023

 Net revenue
 $
 35,881,010
 $
 36,214,598

 Less:

 Cost of revenue-direct
 16,203,589
 17,337,537

 Human capital costs
 20,446,756
 17,300,403

 Cash operating costs
 10,677,463
 9,885,356

 Depreciation and amortization
 1,159,161
 713,135

 Stock based compensation
 2,744,537
 950,769

 Goodwill impairment
 4,130,477
 —

 Interest income
 ( 2,500,751)
 ( 2,530,537)

 Loss on sale of subsidiary
 2,286,083
 —

 Deferred federal tax
 ( 394,646)
 ( 6,104)

 Other income
 ( 19,398)
 ( 86,601)

 Segment Net Loss
 $
 $

 The following descriptions provide additional details regarding certain components represented in the accompanying table, including cost of revenue, human capital costs, and cash operating costs.
 Cost of revenue includes the direct costs associated with providing our services to customers. These costs primarily consist of influencer fees and other costs directly tied to the fulfillment of customer contracts.
 Human capital costs represent expenses related to our employees, including salaries, wages, bonuses, commissions, payroll taxes, and employee benefits.
 Cash operating expenses refer to the recurring operating costs of running the business, excluding non-cash items such as depreciation, amortization, and stock-based compensation. These expenses include professional services, software subscriptions, travel, and other general business costs that are settled in cash during the period.
 Other income includes interest expense, net realized gains (losses) on the sale of securities and cryptocurrency, as well as realized gains (losses) on foreign exchange transactions.

 NOTE 14. INCOME TAX

 Income tax benefit for the year ended December 31, 2024 and 2023 is as follows:

 Current Expense (Benefit)

 Federal
 $
 —
 $
 —

 State
 —
 —

 Foreign
 —
 —

 Total
 —
 —

 Deferred Expense (Benefit)

 Federal
 —
 —

 State
 —
 —

 Foreign(1)

 ( 394,646)
 ( 6,104)

 Total
 $
 ( 394,646)
 $
 ( 6,104)

 (1) The foreign tax benefit represents the write-off of a deferred tax benefit associated with Hoozu, which the Company divested on December 18, 2024.

 The following summary reconciles differences from taxes at the federal statutory rate with the effective rate:

 Federal income tax at statutory rates
 21.0
 %
 21.0
 %

 Change in deferred tax asset valuation allowance
 56.4
 %
 ( 17.8)
 %

 State taxes
 3.0
 %
 3.0
 %

 Write-off of NOLs to expire due to 382 limitation
 ( 82.8)
 %
 —
 %

 Provision to return
 2.9
 %
 0.7
 %

 Stock compensation
 1.7
 %
 ( 5.7)
 %

 Change in state deferred rate
 0.1
 %
 0.5
 %

 Non-deductible expenses:

 Parking, meals & entertainment
 —
 %
 ( 0.1)
 %

 ISO & restricted stock compensation
 —
 %
 ( 0.2)
 %

 Other
 ( 0.2)
 %
 ( 0.5)
 %

 Income taxes at effective rates
 2.1
 %
 0.9
 %

 The Company has incurred net losses for tax purposes since its inception. As of December 31, 2024, the Company had net operating loss ("NOL") carryforwards of approximately $ 107.6 million for U.S. federal income tax purposes, subject to certain utilization limitations under Internal Revenue Code ("IRC") Section 382. The Company conducted a study of its past ownership changes and determined that approximately $ 55.6 million of its federal NOLs are limited and will likely expire before they can be utilized. Based on our continued history of losses, and the restrictions imposed by Section 382, management determined that it is unlikely future taxable income will be sufficient to realize benefit from its NOLs. Accordingly, the Company has recorded a full valuation allowance of the deferred tax asset associated with $ 51.9 million in usable NOLs.
 The Company continuously assesses the likelihood of realizing its deferred tax assets and adjusts their carrying amount through a valuation allowance when it is more likely than not that some or all of the assets will not be realized. In evaluating realizability, the Company considers multiple factors, including recent cumulative earnings by taxing jurisdiction, projected future taxable income or loss, available carryforward periods for tax reporting, and other relevant considerations.
 The valuation allowance against deferred tax assets decreased by $ 10.6 million in 2024, primarily due to definite-lived net operating losses being written off during the year as a result of a mathematical limitations imposed by IRC Section 382, net of additional tax losses generated in 2024.
 The components of the Company's net deferred income taxes are as follows:

 Deferred tax assets:

 Net operating loss carry forwards
 $
 14,426,434
 $
 26,467,531

 Accrued expenses
 438,710
 196,209

 Stock option and warrant expenses
 923,703
 371,921

 Accounts receivable
 49,101
 49,140

 Other
 659,182
 46,214

 Total deferred tax assets
 16,497,130
 27,131,015

 Valuation allowance
 ( 16,395,686)
 ( 27,105,825)

 Net deferred tax assets
 101,444
 25,190

 Deferred tax liabilities

 Fixed assets
 ( 32,910)
 ( 10,706)

 Intangible assets
 ( 36,538)
 ( 409,130)

 Other
 ( 31,996)
 —

 Total deferred tax liabilities
 ( 101,444)
 ( 419,836)

 Total deferred tax assets (liabilities)
 $
 —
 $
 ( 394,646)

 The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company's tax years are still open under statute from 2021 to the present in the U.S. and in the Company's foreign operations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.
 Under ASC 740, Accounting for Income Taxes, requires the Company to recognize uncertain tax positions when it is more likely than not that a tax authority would sustain the position upon examination. For tax positions meeting this threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement. The Company applied the uncertain tax position guidance in ASC No. 740, Accounting for Income to all tax positions for which the statute of limitations remained open. Any tax contingencies are estimated based on judgements regarding potential actions by tax authorities. Any interest and penalties related to uncertain tax positions would be included in the income tax provision. The Company regularly reviews its tax positions in light of new tax laws and interpretations. The Company's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

 NOTE 15. SUBSEQUENT EVENTS

 The Company has completed an evaluation of all subsequent events through March 27, 2025, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events that occurred but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent event has occurred that requires disclosure.

 ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) The following documents are filed as part of this Annual Report:
 (1) Financial Statements (see "Consolidated Financial Statements and Supplementary Data" at Item 8 and incorporated herein by reference).
 (2) Financial Statement Schedules (Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto).
 (3) Exhibits

 Exhibit No.
 Description

 23.1
 *
 Consent of GRANT THORNTON, LLP, independent registered public accounting firm.

 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
 *
 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
 *
 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.

 * Filed or furnished herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

a Nevada corporation

 April 11, 2025
 By:
 /s/ Patrick J. Venetucci

 Patrick J. Venetucci
Chief Executive Officer
(Principal Executive Officer)

 April 11, 2025
 By:
 /s/ Peter J. Biere

 Peter J. Biere
 Chief Financial Officer
 (Principal Financial and Accounting Officer)