SEC Comment Letter 0000000000-23-011515 to NYIAX, INC. (CIK 0001679379)
NYIAX, INC. (CIK 0001679379)
Date: Oct. 20, 2023 · CIK: 0001679379 · Accession: 0000000000-23-011515
AI Filing Summary & Sentiment
File numbers found in text: 333-273464
Letter
United States securities and exchange commission logo October 20, 2023 Christopher Hogan Interim Chief Executive Officer NYIAX, INC. 180 Maiden Lane, 11th Floor New York, NY 10005 Re:NYIAX, INC. Amendment No. 3 to Registration Statement on Form S-1 Filed October 12, 2023 File No. 333-273464 Dear Christopher Hogan: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-1 General 1.We note that your underwriter, Spartan Capital, terminated its engagement with you. Please revise to provide a materially complete discussion regarding the circumstances leading to the termination and, if applicable, disclose any risks related to the termination.
FirstName LastNameChristopher Hogan Comapany NameNYIAX, INC. October 20, 2023 Page 2 FirstName LastName Christopher Hogan NYIAX, INC. October 20, 2023 Page 2 Please contact Joseph Cascarano at 202-551-3376 or Claire DeLabar at 202-551-3349 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley at 202-344-5791 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Mitchell Lampert
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United States securities and exchange commission logo
October 20, 2023
Christopher Hogan
Interim Chief Executive Officer
NYIAX, INC.
180 Maiden Lane, 11th Floor
New York, NY 10005
Re:NYIAX, INC.
Amendment No. 3 to Registration Statement on Form S-1
Filed October 12, 2023
File No. 333-273464
Dear Christopher Hogan:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note that your underwriter, Spartan Capital, terminated its engagement with you.
Please revise to provide a materially complete discussion regarding the circumstances
leading to the termination and, if applicable, disclose any risks related to the termination.
FirstName LastNameChristopher Hogan
Comapany NameNYIAX, INC.
October 20, 2023 Page 2
FirstName LastName
Christopher Hogan
NYIAX, INC.
October 20, 2023
Page 2
Please contact Joseph Cascarano at 202-551-3376 or Claire DeLabar at 202-551-3349 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Mitchell Lampert