SecProbe.io

United States securities and exchange commission logo
August 22, 2023
Christopher Hogan
Interim Chief Executive Officer
NYIAX, INC.
180 Maiden Lane, 11th Floor
New York, NY 10005
Re:NYIAX, INC.
Registration Statement on Form S-1
Filed July 27, 2023
File No. 333-273464
Dear Christopher Hogan:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 27, 2023
Risk Factors
Risks Related to Our Business, page 8
1.We note that Boustead may bring claims against you if you complete an IPO with another
underwriter and that Boustead may not release you from its right of first refusal (ROFR).
Please revise to clarify whether you believe the Engagement Letter has terminated, and if
so when it terminated.  Additionally, please revise to summarize the terms of the right of
first refusal, including a description of any formula that determines the amount due to
Boustead if the company chooses to use another underwriter.

 FirstName LastNameChristopher Hogan
 Comapany NameNYIAX, INC.
 August 22, 2023 Page 2
 FirstName LastName
Christopher Hogan
NYIAX, INC.
August 22, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Net Revenue, page 36
2.Please revise to explain why and how a decrease in the number of business development
headcount resulted in a decrease in net revenue. Also, fully explain why you experienced
a decrease in average compensation per Media Contract.
Selling General and Administrative, page 38
3.Please disclose the nature and circumstances of the Deferred offering cost write-off
expense.
Index to Financial Statements, page F-1
4.Please include unaudited interim financial statements as of, and for the six months ended,
June 30, 2023 and 2022 in accordance with Rule 8-08 of Regulation S-X.
Unaudited Condensed Financial Statements for the Three Months Ended March 31, 2023
Condensed Statements of Operations, page F-3
5.Please revise throughout the document the labeling of the line item “gross margin” on
your statements of operations to indicate a deficit, such as (negative) gross margin or
gross (deficit).
Condensed Statement of Cash Flows, page F-5
6.We note you reported the payment of deferred offering costs as a use of cash in financing
activities in the Statements of Cash Flows for the years ended December 31, 2022 and
2021. Please explain to us why it is appropriate to report the reversal of these deferred
offering costs as cash provided by financing activities in the Statements of Cash Flows for
the three month period ended March 31, 2023. It appears the reversal of the deferred
charge is a non-cash activity. Refer to the guidance in ASC 230-10-50-3.
7.It appears the brackets should be removed from the total net cash provided by financing
activities in the three months ended March 31, 2023.

 FirstName LastNameChristopher Hogan
 Comapany NameNYIAX, INC.
 August 22, 2023 Page 3
 FirstName LastName
Christopher Hogan
NYIAX, INC.
August 22, 2023
Page 3
Note 7 Subsequent Events, page F-15
8.Please clarify why the Company disputes the amounts owed to Boustead and is of the
belief that if any commissions are due to Boustead, they would be significantly less than
the amounts claimed by Boustead. In this regard, disclose here and elsewhere where
applicable:
•the amount of funds privately raised by the Company during the period covered
by the Boustead Engagement Letter;
•the amount of commissions on these privately raised funds that are owed in
accordance with the terms of the Boustead Engagement Letter; and
•of the amount owed, the amount of commissions paid and/or accrued by the
Company.
Also, clarify if an IPO completed with another underwriter is a transaction that would be
covered under the terms of the Boustead Engagement Letter. If so, disclose the amount of
commissions that would be owed in accordance with the terms of
the Boustead Engagement Letter.
9.Please explain to us how you are accounting for the amounts Boustead claims the
Company owes.  Refer in your response to the accounting literature that is the basis for
your accounting.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell Lampert