SEC Comment Letter 0000000000-23-013558 to NYIAX, INC. (CIK 0001679379)
NYIAX, INC. (CIK 0001679379)
Date: Dec. 13, 2023 · CIK: 0001679379 · Accession: 0000000000-23-013558
AI Filing Summary & Sentiment
File numbers found in text: 333-273464
Letter
United States securities and exchange commission logo December 13, 2023 Christopher Hogan Interim Chief Executive Officer NYIAX, INC. 180 Maiden Lane, 11th Floor New York, NY 10005 Re:NYIAX, INC. Amendment No.6 to Registration Statement on Form S-1 Filed December 4, 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. 6 to Registration Statement on Form S-1 Underwriting Tail Financing, page 117 1.We note that you entered into an engagement with the Representative, pursuant to which the Representative shall be entitled to Tail Financing following a 12 month period after the engagement. Please disclose whether a formal agreement was entered into and, if so, please also file the agreement as an exhibit to the Registration Statement or explain to us why you believe you are not required to do so. Please refer to Item 601(b)(10) of Regulation S-K.
FirstName LastNameChristopher Hogan Comapany NameNYIAX, INC. December 13, 2023 Page 2 FirstName LastName Christopher Hogan NYIAX, INC. December 13, 2023 Page 2 Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at 202-551-3361 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
December 13, 2023
Christopher Hogan
Interim Chief Executive Officer
NYIAX, INC.
180 Maiden Lane, 11th Floor
New York, NY 10005
Re:NYIAX, INC.
Amendment No.6 to Registration Statement on Form S-1
Filed December 4, 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. 6 to Registration Statement on Form S-1
Underwriting
Tail Financing, page 117
1.We note that you entered into an engagement with the Representative, pursuant to which
the Representative shall be entitled to Tail Financing following a 12 month period after
the engagement. Please disclose whether a formal agreement was entered into and, if so,
please also file the agreement as an exhibit to the Registration Statement or explain to us
why you believe you are not required to do so. Please refer to Item 601(b)(10) of
Regulation S-K.
FirstName LastNameChristopher Hogan
Comapany NameNYIAX, INC.
December 13, 2023 Page 2
FirstName LastName
Christopher Hogan
NYIAX, INC.
December 13, 2023
Page 2
Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at 202-551-3361
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