Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | NYIAX, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001679379 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash | $ 452,164 | $ 792,337 | $ 3,387,200 |
Accounts receivable, net | 743,932 | 1,972,034 | 3,093,066 |
Prepaid expenses and other current assets | 5,000 | 92,497 | 14,813 |
Total current assets | 1,201,096 | 2,856,868 | 6,495,079 |
Capitalized software development costs, net | 344,012 | 393,157 | 589,735 |
Property, plant and equipment, net | 3,115 | 3,519 | 4,123 |
Operating lease right-of-use asset | 358,558 | 395,470 | 537,836 |
Deferred Offering Costs | 848,531 | 380,000 | |
Security deposit | 74,068 | 74,068 | 74,068 |
Total assets | 1,980,849 | 4,571,613 | 8,080,841 |
Current liabilities | |||
Accounts payable and accrued expenses | 4,811,486 | 4,841,046 | 4,125,868 |
Convertible notes payable, net of deferred debt discounts | 2,355,735 | 6,354,227 | |
Accrued Payment-In-Kind Interest | 71,614 | 443,657 | |
Operating lease obligations, current portion | 165,699 | 162,503 | 135,455 |
Total current liabilities | 4,977,185 | 7,430,897 | 11,059,207 |
Long-term liabilities | |||
Operating lease obligations, net of current maturities | 225,708 | 268,385 | 430,888 |
Note payable – stockholder | 100,500 | 100,500 | 610,500 |
Total long-term liabilities | 326,208 | 368,885 | 1,041,388 |
Total liabilities | 5,303,394 | 7,799,782 | 12,100,595 |
Shareholders’ equity (deficit) | |||
Common stock value | 1,356 | 1,237 | 1,024 |
Preferred shares value | 0 | 0 | |
Additional Paid in Capital | 52,916,936 | 50,023,446 | 38,089,295 |
Accumulated deficit | (56,240,837) | (53,252,852) | (42,110,073) |
Total shareholders’ (deficit) equity | (3,322,545) | (3,228,169) | (4,019,754) |
Total liabilities and shareholders’ (deficit) equity | $ 1,980,849 | $ 4,571,613 | $ 8,080,841 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Net of deferred debt discounts (in Dollars) | $ 214,265 | $ 913,505 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 |
Common stock, shares issued | 13,811,499 | 12,370,002 | 10,243,442 |
Common stock, shares outstanding | 13,811,499 | 12,370,002 | 10,243,442 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | |||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue, Net | $ 138,037 | $ 485,065 | $ 1,324,304 | $ 593,899 |
Cost of Sales | 222,421 | 288,281 | 1,182,303 | 806,846 |
Gross Margin | (84,384) | 196,784 | 142,001 | (212,947) |
Operating expenses | ||||
Technology and development | 398,851 | 358,298 | 1,822,228 | 1,388,188 |
Selling, general and administrative | 1,547,831 | 2,931,061 | 7,869,144 | 9,834,427 |
Deferred offering cost write-off | 848,531 | |||
Depreciation and amortization | 405 | 1,235 | 1,647 | 6,707 |
Total operating expenses | 2,795,618 | 3,290,594 | 9,693,019 | 11,229,322 |
Loss from operations | (2,880,002) | (3,093,810) | (9,551,017) | (11,442,269) |
Other (income) expenses | ||||
Interest expense | 107,983 | 695,834 | 1,563,162 | 2,419,121 |
PPP Loan forgiveness | (361,605) | |||
Miscellaneous income, net | (1,159) | |||
Total other (income) expenses | 107,983 | 695,834 | 1,563,162 | 2,056,357 |
Loss before provision for income taxes | (2,987,985) | (3,789,643) | (11,114,179) | (13,498,626) |
Net loss | $ (2,987,985) | $ (3,789,643) | $ (11,114,179) | $ (13,498,626) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.23) | $ (0.37) | $ (0.96) | $ (1.43) |
Weighted average number of common shares outstanding – basic and diluted (in Shares) | 13,157,111 | 10,359,385 | 11,577,808 | 9,431,718 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Net loss per share - Diluted | $ (0.23) | $ (0.37) | $ (0.96) | $ (1.43) |
Weighted average number of common shares outstanding – Diluted | 13,157,111 | 10,359,385 | 11,577,808 | 9,431,718 |
Condensed Statements of Shareho
Condensed Statements of Shareholders’ Equity (Deficit) (unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 889 | $ 26,154,886 | $ (28,611,447) | $ (2,455,672) |
Balance (in Shares) at Dec. 31, 2020 | 8,892,202 | |||
Share-based compensation | 3,887,852 | 3,887,852 | ||
Issuance of common stock pursuant to exercise of warrants | $ 42 | 2,093,503 | 2,093,545 | |
Issuance of common stock pursuant to exercise of warrants (in Shares) | 418,473 | |||
Conversion of Convertible Notes | $ 87 | 4,339,265 | 4,339,352 | |
Conversion of Convertible Notes (in Shares) | 867,767 | |||
Issuance of common stock pursuant to exercise of employee stock options | $ 6 | 644 | $ 650 | |
Issuance of common stock pursuant to exercise of employee stock options (in Shares) | 65,000 | 65,000 | ||
Deferred debt discount convertible notes payable | 1,613,145 | $ 1,613,145 | ||
Net Loss | (13,498,626) | (13,498,626) | ||
Balance at Dec. 31, 2021 | $ 1,024 | 38,089,295 | (42,110,073) | (4,019,754) |
Balance (in Shares) at Dec. 31, 2021 | 10,243,442 | |||
Share-based compensation | 969,511 | 969,511 | ||
Deemed Dividend from Inducement to Exercise Warrants | 28,600 | (28,600) | ||
Issuance of common stock pursuant to exercise of warrants | $ 22 | 1,225,788 | 1,225,810 | |
Issuance of common stock pursuant to exercise of warrants (in Shares) | 224,693 | |||
Net Loss | (3,789,643) | (3,789,643) | ||
Balance at Mar. 31, 2022 | $ 1,046 | 40,313,194 | (45,928,316) | (5,614,076) |
Balance (in Shares) at Mar. 31, 2022 | 10,468,135 | |||
Balance at Dec. 31, 2021 | $ 1,024 | 38,089,295 | (42,110,073) | (4,019,754) |
Balance (in Shares) at Dec. 31, 2021 | 10,243,442 | |||
Share-based compensation | 1,694,344 | 1,694,344 | ||
Share-based compensation (in Shares) | ||||
Deemed Dividend from Inducement to Exercise Warrants | 28,600 | (28,600) | ||
Issuance of common stock pursuant to exercise of warrants | $ 24 | 1,285,809 | 1,285,833 | |
Issuance of common stock pursuant to exercise of warrants (in Shares) | 235,693 | |||
Expense of issuing common stock pursuant to restricted stock awards (share-based compensation), net of forfeiture | $ 29 | 607,362 | 607,391 | |
Expense of issuing common stock pursuant to restricted stock awards (share-based compensation), net of forfeiture (in Shares) | 290,000 | |||
Conversion of Convertible Notes | $ 159 | 7,973,848 | 7,974,007 | |
Conversion of Convertible Notes (in Shares) | 1,594,807 | |||
Issuance of common stock pursuant to exercise of employee stock options | $ 1 | 19,975 | $ 19,976 | |
Issuance of common stock pursuant to exercise of employee stock options (in Shares) | 6,060 | 6,060 | ||
Deferred debt discount convertible notes payable | 324,213 | $ 324,213 | ||
Net Loss | (11,114,179) | (11,114,179) | ||
Balance at Dec. 31, 2022 | $ 1,237 | 50,023,446 | (53,252,852) | (3,228,169) |
Balance (in Shares) at Dec. 31, 2022 | 12,370,002 | |||
Share-based compensation | 125,635 | 125,635 | ||
Expense of issuing common stock pursuant to restricted stock awards (share-based compensation), net of forfeiture | $ (25) | 32,657 | 32,632 | |
Expense of issuing common stock pursuant to restricted stock awards (share-based compensation), net of forfeiture (in Shares) | (250,000) | |||
Conversion of Convertible Notes | $ 144 | 2,719,198 | 2,719,342 | |
Conversion of Convertible Notes (in Shares) | 1,441,497 | |||
Deferred debt discount convertible notes payable | 16,000 | 16,000 | ||
Net Loss | (2,987,985) | (2,987,985) | ||
Balance at Mar. 31, 2023 | $ 1,356 | $ 52,916,936 | $ (56,240,837) | $ (3,322,545) |
Balance (in Shares) at Mar. 31, 2023 | 13,561,499 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (2,987,985) | $ (3,789,643) | $ (11,114,179) | $ (13,498,626) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 49,551 | 63,514 | 199,225 | 203,286 |
Operating lease right-of-use asset | (2,569) | 6,913 | 28,507 | |
Accrued PIK Interest | 99,287 | 179,409 | 375,629 | |
Debt discount amortization | 8,706 | 516,425 | 1,187,656 | 1,499,596 |
Share based compensation | 158,267 | 969,511 | 2,301,735 | 3,887,852 |
PPP Loan Forgiveness | (361,605) | |||
Loss on conversion of convertible notes payable | 290,109 | |||
(Increase) decrease in: | ||||
Accounts receivable | 1,228,102 | 994,228 | 1,121,030 | (2,592,005) |
Prepaid expense | 87,497 | (340,187) | (77,685) | 38,487 |
Security deposit | (74,068) | |||
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | (29,560) | (1,164,183) | 715,178 | 4,094,180 |
Total adjustments | 1,599,281 | 1,218,717 | 5,829,681 | 7,014,339 |
Net cash used in operating activities | (1,388,704) | (2,570,926) | (5,284,498) | (6,484,287) |
Net cash used in investing activities | ||||
Acquisition of Fixed Assets | (2,043) | 0 | ||
Net cash used in investing activities | (2,043) | 0 | ||
Cash flows from financing activities | ||||
Proceeds from convertible notes payable | 200,000 | 2,364,400 | 6,863,642 | |
Payables to stockholder founders’ forgiveness | (510,000) | 102,000 | ||
Deferred offering cost write-off, net | 848,531 | |||
Proceeds from issuance of common stock pursuant to exercise of warrants | 1,225,810 | 1,285,833 | 2,094,148 | |
Deferred offering costs | (468,531) | (380,000) | ||
Proceeds from issuance of stock | 48 | |||
Proceeds from issuance of stock upon exercise of Employee Options | 19,996 | 0 | ||
Net cash (used) provided by financing activities | (1,048,531) | 1,225,810 | 2,691,678 | 8,679,838 |
Net increase (decrease) in cash and cash equivalents | (340,173) | (1,345,116) | (2,594,863) | 2,195,551 |
Cash and cash equivalents – Beginning of period | 792,337 | 3,387,200 | 3,387,200 | 1,191,649 |
Cash and cash equivalents – End of period | 452,164 | 2,042,084 | 792,337 | 3,387,200 |
Supplemental disclosures of non-cash flow investing and financing activities: | ||||
Conversion of convertible note payable and accrued interest to common shares | $ 2,719,342 | 7,974,007 | 4,339,353 | |
Deferred debt discount on convertible note payable | (324,212) | $ 1,613,145 | ||
Deemed Dividend from Inducement to Exercise Warrants | $ 28,600 | $ 28,600 |
Nature of Operations
Nature of Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization and Nature of Business [Abstract] | ||
Nature of Operations | Note 1 — Nature of Operations Brief Overview: NYIAX, Inc. (the “Company” or “NYIAX”) was incorporated on July 12, 2012, in the State of Delaware. NYIAX connects Media Buyers (brands, advertisers or agencies) and Media Sellers (publishers or media) to execute media advertising sales contracts. NYIAX receives a commission or fee upon completion of the media advertising contract. NYIAX does not take ownership or positions of the media at any time during the process. Going Concern, Liquidity and Capital Resources The Company believes it does not have sufficient cash to meet working capital and capital requirements for at least twelve months from the issuance of these financial statements. Historically, the Company’s liquidity needs have been met by the sale of common shares, the issuance of common shares through the exercise of warrants, and issuance of convertible note payable. Without a new loan or other equity support, the Company would not be able to support the current operating plans through twelve months from the issuance of these financial statements. No assurance can be given at this time, however, as to whether we will be able to raise new equity or loan support. For the three months ended March,31 2023, the Company’s operations lost approximately $3.0 -cash -cash -off The Company generated negative cash flows from operations of approximately $1.4 million for the three months ended March 31, 2023. Historically, the Company’s liquidity needs have been met by the sale of common shares, the issuance of common shares through the exercise of warrants, and sale convertible note payable. As of March 31, 2023, NYIAX had total current assets of approximately $1.2 million, of which approximately $452,000 was cash and total current liabilities of approximately $5.0 million. To enable the Company to meet immediate capital requirements until longer term requirements can be met, during the first quarter of fiscal year 2023, the Company sold $200,000 convertible notes from two convertible notes offerings. 2023A Convertible Note Payable converted to common shares on February 7, 2023. 2023B Convertible Note Payable will convert upon when shares of common stock are sold to the public in the financing event. $1,970,000 of 2023B Convertible Note Payable were sold as of June 28, 2023. The Company is also subject to certain business risks, including dependence on key employees, competition, market acceptance of the Company’s platform, ability to source demand from buyers of advertising inventory and dependence on growth to achieve its business plan. The Company has been and could in the future be adversely affected by health epidemics, such as the global COVID -19 -19 -related | Note 1 — Organization and Nature of Business Brief Overview: NYIAX, Inc. (the “Company” or “NYIAX”) was incorporated on July 12, 2012 in the State of Delaware. NYIAX connects Media Buyers (brands, advertisers or agencies) and Media Sellers (publishers or media) to execute media advertising sales contracts. NYIAX receives a commission or fee upon completion of the media advertising contract. NYIAX does not take ownership or positions of the media at any time during the process. Going Concern, Liquidity and Capital Resources The Company believes it does not have sufficient cash to meet working capital and capital requirements for at least twelve months from the issuance of these financial statements. Historically, the Company’s liquidity needs have been met by the sale of common shares, the issuance of common shares through the exercise of warrants, and issuance of convertible note payable. Without a new loan or other equity support, the Company would not be able to support the current operating plans through twelve months from the issuance of these financial statements. No assurance can be given at this time, however, as to whether we will be able to raise new equity or loan support. The Company generated negative cash flows from operations of approximately $5.8 As of December For the year ended December 31, 2022, the Company’s operations lost approximately $11.1 million of which approximately $3.6 million were non -cash For the year ended December 31, 2022, the Company used approximately $5.8 million of cash in operating activities. As of December 31, 2022, NYIAX had total current assets of approximately $2.9 million, of which approximately $792,000 was cash and total current liabilities of approximately $7.4 million, including approximately $2.4 million of convertible notes payable and accrued payment -in-kind -in-kind To enable the Company to meet immediate capital requirements until longer term requirements can be met, during the first quarter of fiscal year 2023, the Company sold convertible notes for two 2023 convertible notes offerings (“2023A and 2023B Convertible Note Payable”). 2023A Convertible Note Payable converted to common shares on February 7, 2023. 2023B Convertible Note Payable will convert upon when shares of common stock are sold to the public in the financing event. $1,970,000 of 2023B Convertible Note Payable were sold as of June 28, 2023 and the 2023B Convertible Note Payable was closed. The Company is also subject to certain business risks, including dependence on key employees, competition, market acceptance of the Company’s platform, ability to source demand from buyers of advertising inventory and dependence on growth to achieve its business plan. The Company has been and could in the future be adversely affected by health epidemics, such as the global COVID -19 -19 -related |
Restatement
Restatement | 3 Months Ended |
Mar. 31, 2023 | |
Restatements [Abstract] | |
Restatement | Note 2 — Restatement For the three months ended March 31, 2022, the Company restated its results due to the following correction of errors. A. -initial -of-pocket For the period ending March 31, 2022, the effects of recording the advisor agreement in 2021 were as follows: a) b) c) B. -evaluated -03 -X -evaluation • -based a. b. c. • • C. As Previously Adjustments, Restated Statements of Shareholders’ Equity (Deficit) as of March 31, 2022 Additional Paid in Capital 39,170,551 1,114,043 40,284,594 Retained earnings (44,513,616 ) (1,386,102 ) (45,899,718 ) Total shareholders’ (deficit) (5,342,019 ) (272,059 ) (5,614,078 ) Amount of selling agent and advisor warrants 260,361 191,169 69,192 As Previously Adjustments, Restated Statement of Operations for the period March 31, 2022 Net revenues 485,065 485,065 Cost of Sales — — — Cost of Sales — (288,281 ) (288,281 ) Gross Margin 485,065 773,346 Operating expenses Technology and development 230,865 127,433 358,298 Selling, general and administrative 2,328,120 602,941 2,931,061 Depreciation and amortization 50,380 (49,145 ) 1,235 Share-based compensation 969,510 (969,511 ) Total operating expenses 3,578,875 (288,282 ) 3,290,593 Interest expense 556,395 139,439 695,834 Loss before provision for income taxes (3,650,205 ) (139,440 ) (3,789,645 ) — — — Provision for income taxes — — — — — — Net loss (3,650,205 ) (139,440 ) (3,789,645 ) Net loss per share – basic and diluted (0.35 ) (0.02 ) (0.37 ) Statements of Cash Flows for the three month period ended March 31, 2022 Cash flows from operating activities Net loss (3,650,204 ) (139,441 ) (3,789,645 ) Adjustments to reconcile net income to net cash provided by operating activities: Debt discount amortization 376,986 139,439 516,425 A. -initial -of-pocket |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from December 31, 2022 through March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included elsewhere in this Annual Report on Form 10 -K Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. On an on -going -based -Scholes -based Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents in the financial statements. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, and accounts receivable. The Company maintains its cash with financial institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) federally insured limits. The Company considers all highly liquid investments with an original maturity of three Fair Value of Financial Instruments 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 — Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value due to the short -term Concentrations of Risk As of March 31, 2023 two Media Buyers represented 54% and 12% of accounts receivable. For the three months ended March 31, 2023, two customers represented 44% and 16% of revenue, net. As of March 31, 2023, two Media Sellers represented 76% and 11% of accounts payable. For the three months ended March 31, 2022 one customers represented for 93% of revenue, net. As of December 31, 2022, two Media Sellers represented of 61% and 8% of accounts payable. As of December 31, 2021, two Media Buyer represented for 45% and 41% of accounts receivable. As of December 31, 2021, four Media Sellers represented 39%, 14%, 10% and 9% of accounts payable. Accounts Receivable Accounts receivable consists of amounts billed to Media Buyers. Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. The Company performs ongoing credit evaluations of Media Buyers. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then -outstanding -offs Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in -service -line Repair and maintenance costs are expensed as incurred and major improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s operating results. Capitalized Software Development Costs The Company capitalizes or expenses costs associated with creating internally developed software related to the Company’s technology infrastructure in accordance with ASC 350 – 40, Intangibles — Goodwill and Other — Internal Use Software, that generally relate to software that the Company does not intend to sell or market. All costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized in accordance with guidance. Amortization commences when the software is available for its intended use. The estimated useful life of the capitalized software development costs is five years. The Company commenced amortizing the capitalized software development costs related to its platform in January 2020. Certain long -lived -month Revenue Recognition NYIAX brings together Media Buyers (brands, advertisers or agencies) and Media Sellers (publishers or media) to execute media sales contracts. NYIAX receives a fee upon completion of the media contract. NYIAX does not take ownership of or positions in the media at any time during the process. Generally, the Company bills Media Buyers the gross amount of advertising, including the Company’s commissions or fees in a single invoice and pays the Media Seller upon receipt. The Company’s accounts receivable are recorded at the amount of gross billings for the amounts it is responsible to collect, and accounts payable are recorded at the amount payable to Media Seller. Substantially all of the Company’s revenues are recognized at the point in time that the (i) contract reconciliations are completed, (ii) accepted by the Media Buyer and Media Seller, and (iii) NYIAX’s performance obligations are completed. The Company maintains agreements with each Media Buyer and Media Seller which set out the terms of the relationship. Revenue is recognized based on the five -step Step 1 — Identify the Contract with the Customer — A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 — Identify Performance Obligations in the Contract — Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 — Determine the Transaction Price — When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 — Allocate the Transaction Price — After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price at contract inception. Step 5 — Satisfaction of the Performance Obligations (and Recognize Revenue) — Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues are recognized when the contract reconciliations are completed and accepted by the Media Buyer and Media Seller. The Company maintains agreements with each Media Buyer and Media Seller which set out the terms of the relationship. The Company has determined that it is acting as an agent for the Media Seller as (i) NYIAX does not obtain control of the Seller’s media (goods & services) before transferring control to the Buyer. The Seller has control of the media. Specifically, NYIAX does not control the specified media before transferring the media to the Media Buyer, the Company is not primarily responsible for the performance of the Media Seller, nor can the Company redirect those services to fulfill any other contracts. (ii) NYIAX does not have inventory or credit risk for the media,. and (iii) the Media Seller establishes the pricing in the Smart -Contracts -executing Share-Based Compensation The share -based -Scholes -pricing -Scholes -free -Scholes Deferred Offering Cost Write-off On February 14, 2023, the Registration Statement on Form S -1 In March, 2023, the Company’s financial advisor, representative and lead underwriter for the offering, Boustead Securities LLC (“Boustead”), informed the Company of its decision not to proceed with pricing of the Company’s Offering. Pursuant to the Codification of Staff Accounting Bulletins / Topic 5: Miscellaneous Accounting A. Expenses of Offering, the Company had been deferring these expenses until the offering. As of December 31, 2022, $848,531 of deferred offering costs were recorded on the balance sheet. In accordance with the Codification of Staff Accounting Bulletins/Topic 5: Miscellaneous Accounting, the Company has written these costs off during the three month period ended March Income Taxes The Company records income tax expense in accordance with ASC–740 Income Taxes, as amended mandating how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The standards require the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more -likely-than-not -likely-than-not -likely-than-not The Company’s policy is to record interest expense and penalties pertaining to income taxes in operating expenses. For the periods ended March 31, 2023 and December 31, 2022, there were no interest and penalties expenses recorded and no accrued interest and penalties. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including net operating loss carryforwards (“NOL’s”), and liabilities, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more -likely-than-not Earnings Per Share In accordance with ASC–260 Earnings Per Share, basic earnings per share (EPS) is calculated by dividing the net income attributable to common stockholders by the weighted -average -average -dilutive -dilutive As of March 31, 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti -dilutive As of Equity Incentive Plans 3,086,626 Selling Agent and Advisor Warrants 23,538 Warrants Issued with Common Stock Offerings 889,500 Warrants Issued with Convertible Notes Offerings 967,150 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 135,807 Total Common Stock Equivalents 5,102,621 Recently Issued Accounting Pronouncements In August 2020, the FASB issued No. 2020 -06 -20 -40 -07 | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Financial Statements The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. On an on -going -based -Scholes -based Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three Accounts Receivable, Net Accounts receivable consists of amounts billed to Media Buyers. Accounts receivable, net are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. The Company performs ongoing credit evaluations of Media Buyers. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then -outstanding -offs Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in -service -line Repair and maintenance costs are expensed as incurred and major improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s operating results. Capitalized Software Development Costs The Company capitalizes or expenses costs associated with creating internally developed software related to the Company’s technology infrastructure in accordance with ASC 350 -40 All costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized in accordance ASC 350 -40 Amortization commences when the software is available for its intended use. The estimated useful life of the capitalized software development costs is five years. The Company commenced amortizing the capitalized software development costs related to its platform in January 2020. Certain long -lived Operating Leases The Company has entered into operating leases consisting principally for the rental of office space. The Company adopted ASC 842. The guidance requires the recognition of right -of-use Under ASC 842, lease expense is recognized as a single lease cost on a straight -line -cancelable The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature and records the associated lease liability and right -of-use -lease -lease -term -line -term Lease expense for the years ended December 31, 2022 and 2021 were $197,245 and $63,121, respectively. Fair Value of Financial Instruments 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 — Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The Company’s financial instruments approximate the carrying amounts of cash, accounts receivable and accounts payable approximate fair value due to the short -term Concentrations of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, and accounts receivable. The Company maintains its cash with financial institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) federally insured limits. As of December 31, 2022, three Media Sellers represented approximately 51%, 12% and 10% respectively of revenue, net. As of December 31, 2022, two Media Buyer represented for 67% and 20% of accounts receivable. As of December 31, 2022, two Media Sellers represented of 61% and 8% of accounts payable. As of December 31, 2021, three Media Sellers represented approximately 30%, 26%, and 11%, respectively of revenue, net. As of December 31, 2021, two Media Buyer represented for 45% and 41% of accounts receivable. As of December 31, 2021, four Media Sellers represented of 39%, 14%, 10% and 9% of accounts payable. Deferred Financing Costs Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct reduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the effective interest method. Deferred Offering Costs Deferred offering costs include specific incremental costs directly attributable to the Company’s initial public. Offering of securities. Deferred offering costs exclude management salaries or other general and administrative expenses. These costs are being deferred and will be charged against the gross proceeds of the offering. Revenue Recognition NYIAX brings together Media Buyers (brands, advertisers or agencies) and Media Sellers (publishers or media) to execute media sales contracts. NYIAX receives a fee upon completion of the media contract. NYIAX does not take ownership of or positions in the media at any time during the process. Generally, the Company bills Media Buyers the gross amount of advertising, including the Company’s commissions or fees in a single invoice and pays the Media Seller upon receipt. The Company’s accounts receivable are recorded at the amount of gross billings for the amounts it is responsible to collect, and accounts payable are recorded at the amount payable to Media Seller. Substantially all of the Company’s revenues are recognized at the point in time that the (i) contract reconciliations are completed, (ii) accepted by the Media Buyer and Media Seller, and (iii) NYIAX’s performance obligations are completed. The Company maintains agreements with each Media Buyer and Media Seller which set out the terms of the relationship. Revenue is recognized based on the five -step Step 1 — Identify the Contract with the Customer — A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 — Identify Performance Obligations in the Contract — Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 — Determine the Transaction Price — When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 — Allocate the Transaction Price — After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price at contract inception. Step 5 — Satisfaction of the Performance Obligations (and Recognize Revenue) — Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. The Company considers both the Media Buyers and Media Sellers to be its customers. However, currently, the Media Buyers do not pay the Company, and only the Media Sellers compensate the Company for the use of the platform and other services. Fees or commissions are established differently for each Media Seller dependent upon various variables, including anticipated volume. The performance obligations within the Company’s contractual arrangements with customers is satisfied upon the contract reconciliations being completed and accepted by the Media Buyer and Media Seller. The Company has determined that it is acting as an agent for the Media Seller as (i) NYIAX does not obtain control of the Seller’s media (goods & services) before transferring control to the Buyer. The Seller has control of the media. Specifically, NYIAX does not control the specified media before transferring the media to the Media Buyer, the Company is not primarily responsible for the performance of the Media Seller, nor can the Company redirect those services to fulfill any other contracts. (ii) NYIAX does not have inventory or credit risk for the media. And (iii) the Media Seller establishes the pricing in the Smart -Contracts -executing Based on these and other factors, the Company has determined it acts as an agent in the purchase and sale of advertising media inventory and therefore reports revenue on a net basis for the commissions and fees the Company charges after the performance obligations are met. Cost of sales Cost of sales consists of datacenter costs (our cloud operations used by our platform to service our customers), amortization expense related to capitalized internal use software development costs, and personnel costs. Personnel costs include salaries, bonuses, share -based Operating Expenses Technology and development expenses consist of personnel costs, including salaries, bonuses, share -based -end -end Selling, general and administrative expenses consist of personnel costs, including salaries, bonuses, share -based Share-Based Compensation The share -based -Scholes -pricing -Scholes -free -free -Scholes Income Taxes The Company records income tax expense in accordance with ASC -740 -likely-than-not -likely-than-not -likely-than-not The Company’s policy is to record interest expense and penalties pertaining to income taxes in operating expenses. For the years ended December 31, 2022 and 2021, there were no interest and penalties expenses recorded and no accrued interest and penalties. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including net operating loss carry -forwards The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more -likely-than-not Earnings Per Share In accordance with ASC -260 -average -average -dilutive -dilutive As of December 31, 2022 and 2021, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti -dilutive For the Years Ended December 31, 2022 2021 Equity Incentive Plans 3,086,626 3,116,626 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 1,506,829 1,533,998 Selling Agent and Advisor Warrants 23,538 338,653 Warrants Issued with Common Stock Offerings 889,500 1,100,195 Warrants Issued with Convertible Notes Offerings 947,150 704,652 6,453,643 6,794,124 During 2022 and 2021, approximately 235,693 and 418,473, respectively, warrants issued with convertible notes payable were exercised for proceeds of approximately $1,285,800 and $2,093,000, respectively. Recently Issued Accounting Pronouncements In August 2020, the FASB issued No. 2020 -06 -20 -40 -07 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity [Abstract] | ||
Shareholders’ Equity | Note 4 — Shareholders’ Equity On March 31, 2023 and December 31, 2022 the authorized capital stock of 135,000,000 | Note 4 — Shareholder Equity: Authorized and Outstanding Shares As of December 31, 2022 the Company had authorized 135,000,000 As of December 31, 2022 and 2021, there were 12,370,002 and 10,243,442 common shares outstanding, respectively. Issuance of Shares to Founders In 2016, the Company issued 4,233,696 Registration Rights and Restrictions of Previous Offerings Investors in the August 2016, July 2017, June 2018, July 2019, and April 2020 Offerings (collective, “Previous Offering(s)”) were entitled to standard “piggyback” registration rights on all registrations of the Company effected for other investors. In connection with the Previous Offerings, each investor also entered into a Shareholder Agreement with the Company which contains restrictions on transfer of the shares purchased including lock -up Convertible Notes Payable Conversions to Common Stock On July 19, 2021, the 2020 Convertible Note Payable issued in 2020 including an aggregate principal amount of $4,004,900 (excluding deferred debt discount and amortization of discount) and accrued payment -in-kind On May 30, 2022, the 2021 Convertible Note Payable, including an aggregate principal amount of $7,176,335 (excluding deferred debt discount and amortization of discount) and accrued payment -in-kind On December 21, 2022, the December 2021 Convertible Note Payable, including an aggregate principal amount of $50,000 (excluding deferred debt discount and amortization of discount) and accrued payment -in-kind Warrant Exercises During 2022, and 2021 approximately 418,473 and 235,693, respectively, warrants issued with convertible notes payable were exercised for proceeds of approximately $1,285,809 and $2,093,000, respectively. Equity Incentive Plans On September 6, 2016, the Board of Directors adopted a 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan was approved by our shareholders on September 28, 2016. On January 18, 2018, the Board of Directors and shareholders adopted a 2017 Equity Incentive Plan (the “2017 Plan”). On April 23, 2021, the Board of Directors and shareholders adopted a 2021 Equity Incentive Plan (the “2021 Plan”). (collectively the “Equity Incentive Plans”). 13,744,376 options have been authorized under the Equity Incentive Plans as follows: Options Authorized 2016 Plan 1,139,544 2017 Plan 604,832 2021 Plan 12,000,000 13,744,376 The 2016 Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from September 6, 2016. “Award” means an Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, or Stock -Based The 2017 Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from December 15, 2017. “Award” means an Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, or Stock -Based The 2021 Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from April 23, 2021. “Award” means an Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, or Stock -Based Payment of earned Stock -Based -Based -Based Options are not exercisable after the expiration of ten (10) years after the effective date of grant of such Option. All exercises are subject to various the Equity Incentive Plan restrictions. For the years ended December 31, 2022 and 2021, the Company recorded share based compensation as follows 2022 — Share-based compensation Share -based Cost of sales $ 62,099 Technology and development 59,734 Sales, general and administrative 2,179,902 Total $ 2,301,735 2021 — Share-based compensation Share -based Cost of sales $ 7,940 Technology and development 19,226 Sales, general and administrative 3,860,686 Total $ 3,887,852 Of the total share -based -based Of the total share -based -based The fair value of options on the date of grant was estimated based on the Black -Scholes -month Risk-free Interest rate 0.27% – 2.92% Expected Term at Issuance 5 – 7 years utilizing the practical expedient method in accordance with ASC 718 Volatility 61.7% (The Company used an average volatility of comparable entities, to develop an estimate of expected volatility.) Dividend Rate 0 The fair value of options on the date of grant was estimated based on the Black -Scholes -month Risk-free Interest rate 2.8% Expected Term at Issuance 5 – 7 years utilizing the practical expedient method in accordance with ASC 718 Volatility 63.9% (The Company used an average volatility of comparable entities, to develop an estimate of expected volatility.) Dividend Rate 0 The following table summarizes common stock option and warrant award activity: Options Weighted Average Exercise Price Remaining Life Aggregate Intrinsic Value for the Activity During the Years Balance, January 1, 2021 1,574,126 $ 2.71 5.0 — Granted 1,607,500 4.33 10.0 Exercised (65,000 ) (Forfeiture) — Balance, December 31, 2021 3,116,626 $ 4.44 7.0 Exercisable, December 31, 2021 2,405,534 $ 3.25 6.3 Balance, January 1, 2022 3,116,626 $ 4.44 7.0 Granted 517,500 Exercised (6,060 ) (Forfeiture) (555,000 ) Balance, December 31, 2022 3,073,066 $ 5.22 6.0 Exercisable, December 31, 2022 2,711,448 $ 3.40 7.1 As of December 31, 2021, there were 711,092 unvested options to purchase shares of the Company’s common stock and approximately $1,857,000 of unrecognized share -based As of December 31, 2022, there were 367,678 unvested options to purchase shares of the Company’s common stock and approximately $1,099,000 of unrecognized share -based Principal Stockholder Share-based Payment Award On November 11, 2022 principal stockholders transferred 100,000 of their shares, 50,000 each, to a contractor of the Company; The Company valued the awards on those dates at the most recent price per unit sold by the Company, or $5.00 per share. The expenses, approximately $200,000, was recorded as share -based -based -based On June 22, 2021, principal stockholders transferred 200,000 of their shares, 100,000 each, to a contractor of the Company. The Company valued the awards on those dates at the most recent price per unit sold by the Company, or $2.00 per share. The expenses, approximately, $1,000,000, was recorded as share -based -based -based On October 29, 2020, a terminated employee was granted 65,000 common shares of NYIAX by two principal stockholders to be distributed to the terminated employee only upon an initial public offering (IPO) or merger. The Company estimates the value of these shares at approximately $325,000. In accordance with ASC 718, the Company has not recognized expenses related to these transferred shares as the performance condition of “initial public offering (IPO) or merger” has not been met. Warrant Exercise/Deemed Dividend from Inducement to Exercise Warrants Effective January 13, 2022, as an inducement to warrant holders to exercise their warrants issued previously with common stock offerings, the Company reduced the exercise price to $5.50 from $6.50 – $6.60 until March 25, 2022. Approximately 235,693 warrants were exercised at $5.00 – 5.50 per share for the aggregate proceeds of approximately $1.3 million. 214,693 warrants were exercised resulting from the Company’s reducing the exercise price to $5.50 from $6.50 and 11,000 were exercised from previously issued warrants with a strike price of $5.00 per share. As a result of these transactions, the Company recognized a deemed dividend of approximately $28,600 resulting from the excess of the fair value of the modified warrants over the fair value of the original warrants immediately before the modification. The fair value of the warrants issuable according to the original terms of the original contracts were estimated immediately before the modification based on the Black -Scholes Risk-free Interest rate 1.64% Expected Term at Issuance 6.4 – 8.2 years Volatility 69.2% Dividend Rate 0 The fair value of the modified warrants in the transaction were estimated based on the Black -Scholes Risk-free Interest rate 1.64% Expected Term at Inducement date 6.4 – 8.2 years Volatility 69.2% Dividend Rate 0 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | Note 5 — Convertible Notes Payable Issuance of 2023A Convertible Note Payable On January 10, 2023, the Company commenced a Convertible Notes Offering (“2023A Convertible Note Payable”) pursuant to which it offered up to $500,000 of convertible notes. A total of approximately $200,000 of the 2023A Convertible Notes were sold. The 2023A Convertible Notes convert at two dollars ($2.00) per share concurrently when shares of common stock are sold to the public in the Financing Event (defined as declaring the registration statement effective), or in the event the Financing Event is not completed within eighteen (18) months from the date of the individually issued notes, the Conversion Price shall be the reduced price of two dollars ($2.00) per share and the conversion amount shall automatically be converted into common stock of the Company at $2.00 per share on the Maturity Date. The annual rate of return is twelve percent (12.0%) per annum, which was paid as a Payment -in-Kind The outstanding principal balance of the 2023A Convertible Notes and all accrued interest automatically converted into common stock of the Company on February 7, 2023, immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective. | Note 5 — Convertible Notes Payable 2020 Convertible Note Payable During the year ended December 31, 2020 the Company sold convertible note payable (the “2020 Convertible Note Payable”) with fifty (50%) percent warrant (the “Warrants”) coverage to the dollar value of the Note at a $5.00 per share exercise price for the Warrants. As of December 31, 2020, $4,004,900 of 2020 Convertible Note Payable were sold, 400,490 Warrants were issued and $148,000 of interest was accrued. The 2020 Convertible Note Payable had an annual rate of return of ten 10.0% percent, which shall be paid as Payment -in-Kind Upon the Company issuing and selling units in a sale or a series of sales of its equity or debt financing securities on or before the maturity date in a financing event in which cumulative gross proceeds equal or exceed $5,000,000, then the outstanding principal balance of the 2020 Convertible Note Payable and all accrued and unpaid interest, automatically converted into such equity or debt financing securities under the same terms and conditions as those equity or debt financing securities purchased in the Financing Event. On July 19, 2021, the Company’s 2021 Convertible Note Payable offering had cumulative gross proceeds exceeding $5,000,000 of outstanding principal balance. In accordance with the 2021 Convertible Note Payable, cumulative proceeds of $5,000,000 or more was a triggering factor and all 2020 Convertible Note Payable issued in 2020 and all accrued and unpaid interest automatically converted into common stock under the same terms and conditions as those equity securities purchased in the financing event. The 2020 Convertible Note Payable, including all outstanding and related interest converted to 867,767 As of December 31, 2021 was there were no 2020 Convertible Note Payable outstanding. 2021 Convertible Note Payable During 2021, the Company sold convertible note payable (the “2021 Convertible Note Payable”) with fifty (50%) percent warrant (the “Warrants”) coverage to the dollar value of the Note at a $5.00 per share exercise price for the Warrants. As of December 31, 2021, $7,226,335 of 2021 Convertible Note Payable were sold, 722,637 Warrants were issued. The 2021 Convertible Notes Payable had an annual rate of return of ten 10.0% percent, which shall be paid as Payment -in-Kind On May 30, 2022 and December 21, 2022, the December 2021 Convertible Note Payable, including an aggregate principal amounts of $7,176,335 and $50,000, respectively (excluding deferred debt discount and amortization of discount) and accrued payment -in-kind The warrants did not contain obligations of the Company to (i) redeem the warrants for cash or other assets, (ii) repurchase the Company’s equity shares by transferring assets, or (iii) to issue a variable number of equity shares and in accordance with ASC -480 The warrants as calculated by the Black -Scholes -Scholes • • -free • • In connection with the issuance of the 2021 convertible notes payable, the Company recorded compensation to its advisor of $362,693 and 78,292 of warrants, see below, in accordance with the Advisor’s Engagement Letter — see Note 4 — Commitments and Licensing Fee. The warrants issued had an exercise price of $5.00 per share. The cash payment has not been paid and was included in accounts payable and accrued expenses as of December 31, 2022 and 2021, respectively. The Company determined the conversion feature and warrants qualify for equity treatment. The Warrants did not contain obligations of the Company to (i) redeem the warrants for cash or other assets, (ii) repurchase the Company’s equity shares by transferring assets, or (iii) to issue a variable number of equity shares and in accordance with ASC -480 The debt discount of the warrants was calculated by the Black -Scholes -Scholes • • -free • • The following table illustrates the value of the convertible note payable as of December 31, 2022: 2021 Convertible Note Payable 2021 Convertible Note Payable at Issuance 7,226,335 Payments to advisor, debt discount (362,693 ) 6,863,642 (Deferred debt discount, including beneficial conversion features of $749,551) (1,499,102 ) (Deferred debt discount from Advisor fee) (114,043 ) 5,250,496 Amortization of debt discounts for year ending December 31, 2021 1,103,730 2021 Convertible Note Payable balance at December 31, 2021 $ 6,354,227 2021 Convertible Note Payable balance at December 31, 2022 $ 0 2022 Convertible Note Payable During 2022, the Company sold convertible note payable (the “2022 Convertible Note Payable”) The 2022 Convertible Note Payable convert at $2.00 per share concurrently when shares of common stock are sold to the public in the financing event; or in the event the financing event is not completed within eighteen (18) months from the date of the individually issued notes, the Conversion Price, reduced from the original conversion proce of $4.00 per share, was two dollars ($2.00) per share and the Conversion Amount shall automatically be converted into common stock of the Company at $2.00 per share on the Maturity. The 2022 Convertible Note Payable carry an annual rate of return of twelve (12.0%) percent simple interest and all interest and principle are paid in the Company’s Common Shares at a value of five ($2.00) dollars per share, or, as Payment -in-Kind -I-K As of December 31, 2022, $2,570,000 of 2022 Convertible Note Payable were sold, 257,000 Warrants were issued. The warrants did not contain obligations of the Company to (i) redeem the warrants for cash or other assets, (ii) repurchase the Company’s equity shares by transferring assets, or (iii) to issue a variable number of equity shares and in accordance with ASC480 Distinguishing Liabilities from Equity, the Company is accounting for the conversion feature and the warrants as equity. In accordance with ASC 480 written put options and warrants to issue redeemable equity securities. The relative value of the beneficial conversion features and the warrants are recorded as deferred debt discount and amortized over the term of the convertible note using the effective interest method. The deferred debt discount is being amortized over the life of the convertible note payable. The warrants were calculated by the Black -Scholes -Scholes • • -free • • On November 14, 2022, the board of directors modified the terms of the 2022 Convertible Note Payable and decreased the conversion from $4.00 to $2.00. This modification was recorded in accordance with ASC -470 In connection with the issuance of the 2022 Convertible Notes Payable, the Company recorded compensation of approximately $205,600 and 66,413 of warrants to our financial advisor. The Warrants issued had an exercise price of $2-$4.00 per share. The cash payments have not been paid and was included in accounts payable and accrued expenses as of December 31, 2022. The debt discount of the warrants remaining after termination was calculated by the Black -Scholes -Scholes • • -free • • 2022 Convertible Note Payable at Issuance 2,570,000 Deferred debt discount and payments to advisor (529,811 ) 2,040,189 Amortization of debt discounts for period 315,546 2022 Convertible Note Payable as of December 31, 2022 2,355,735 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 6 — Related Party Transactions Related Party Transactions For the three months period ended March 31, 2022, the Company recorded $10,000 of general and administrative expenses related to GoldStreet for office space which was included in accounts payable and accrued expenses as of March 31, 2022. | Note 9 — Related Party Transactions Related Party Transactions — Former CEO The Company’s former CEO is also a shareholder and Director of the Company. The former CEO is a co -founder For the year ended December 31, 2022, the Company recorded $10,000 of general and administrative expenses related to GoldStreet for office space. For the year ended December 31, 2021, the Company recorded $34,614 of general and administrative expenses related to GoldStreet for office space and related charges which was included in accounts payable and accrued expenses as of December 31, 2021. Payables to Shareholder-Founders At December 31, 2022 and 2021 the Company had a payable to certain shareholder -founders -founders -shareholders This was recorded as a contra -expense Employment Agreements The Company has entered into employment agreements with executive managers. Generally the agreements are “at will” agreements and have a termination benefit of up to three months of salary. On May 23, 2022, the Company and Carolina Abenante entered into an employment agreement and general release, pursuant to which Ms. Abenante agreed to be employed as Co -Founder On May 24, 2022, the Company and Mark Grinbaum entered into a consulting agreement, pursuant to which Mr. Grinbaum agreed to perform services in the role of Co -Founder -time -exclusive On May 26, 2022, Mr. Hogan and the Company entered into an employment agreement, pursuant to which Mr. Hogan agreed to be employed as President and Chief Operating Officer of the Company and agreed to act as Interim Chief Executive Officer. The Company agreed to pay Mr. Hogan (i) a base salary of $360,000 per annum; (ii) a discretionary bonus of up to 50% of salary; (iii) an annual award of incentive stock options to purchase 75,000 -time |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 7 — Subsequent Events Management has evaluated events that have occurred subsequent to the date of these condensed financial statements and has determined that, other than those listed below, no such reportable subsequent events exist through July 20, 2023Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement other than noted above and below: Convertible Note Offerings 2023B Convertible Note Payable On April 3, 2023, the Company commenced a Convertible Notes Offering (“2023B Convertible Note Payable”) pursuant to which it will offer up to $2,000,000 of convertible notes. The 2023B Convertible Notes convert at two dollars ($2.00) per share concurrently when shares of common stock are sold to the public in the Financing Event, or in the event the Financing Event is not completed within eighteen (18) months from the date of the individually issued notes, the Conversion Price shall be the reduced price of two dollars ($2.00) per share and the conversion amount shall automatically be converted into common stock of the Company at $2.00 per share on the Maturity Date. The annual rate of return is twelve percent (12.0%) per annum, which shall be paid as a Payment -in-Kind five $1,970,000 of 2023B Convertible Note Payable were sold as of June 28, 2023 and the note offering was closed. Threatened Litigation On March 23, 2021, the company entered into an engagement letter (the “Engagement Letter”) with Boustead Securities, an advisor to the Company for certain corporate financing transactions. The Engagement Letter provides for Initial Public Offering (“IPO”), Pre -IPO For financing transactions, including IPO and pre -IPO -accountable price of such warrants or other rights. Notwithstanding the foregoing, whatever the Company raises up to the maximum note offering of $12 million during its in -process The Engagement Letter terminated on the later of (i) eighteen (18) months from the date executed (March 23, 2021) or (ii) twelve months from the completion date of the IPO and the term may be extended pursuant to the engagement letter. Also, the Company agreed that the advisor shall have the right of first refusal (ROFR) for two (2) years from the consummation of a transaction or termination or expiration of the Engagement Letter to act as advisor or as joint financial advisor under at least equal economic terms to the Engagement Letter. On February 14, 2023, the Registration Statement on Form S -1 On April 7, 2023, the Company received a demand letter from Boustead. Boustead claims that the Company owes or will owe Boustead approximately $1 million for commissions on funds privately raised by the Company during its engagement with Boustead and approximately $1,230,000 if the Company completes an IPO with another underwriter. The Company disputes the amounts owed that have been claimed by Boustead and further is of the belief that if any commissions are due to Boustead, they would be significantly less than the amounts claimed by Boustead. There can be no assurance that Boustead will not initiate a lawsuit to recover the amounts it claims are owed and any such litigation could impede our ability to complete an IPO and could negatively affect our financial condition. In addition, there can be no assurance that the Company would prevail in any lawsuit it commences against Boustead. Purchase of Intellectual Property Portfolio On July | Note 11 — Subsequent Events Management has evaluated events that have occurred subsequent to the date of these condensed financial statements and has determined that, other than those listed below, no such reportable subsequent events exist through July Convertible Note Offerings 2023A Convertible Note Payable On January 10, 2023, the Company commenced a Convertible Notes Offering (“2023A Convertible Note Payable”) pursuant to which it offered up to $500,000 of convertible notes. A total of approximately $200,000 of the 2023A Convertible Notes have been sold. • -1 -in-Kind The outstanding principal balance of the 2023A Convertible Notes and all accrued interest automatically converted into common stock of the Company on February 7, 2023, immediately prior to the Company’s receipt of an effective order from the SEC declaring the registration statement of its initial public offering effective. Conversion of Notes Payable to Common Stock In accordance with 2022 Convertible Note Payable and the 2023A Convertible Note Payable, just prior to the Company’s Form S -1 -in-kind Withdrawn Public Offering On February 14, 2023, the Registration Statement on Form S -1 -allotment The Company’s financial advisor, representative and lead underwriter for the Offering was Boustead Securities LLC (“Boustead”). Boustead has informed the Company of its decision not to proceed with pricing of the Company’s Offering. In addition, because the Offering was not timely priced, the Company was informed by NASDAQ on March 7, 2023 that it would not be in compliance with NASDAQ listing requirements and therefore the Company could not currently be listed on the NASDAQ. The Company has determined to continue to pursue an initial public offering (“IPO”) and NASDAQ listing of its securities as well as other possible financing alternatives. On April 12, 2023, the Company engaged Spartan Capital Securities, LLC, as lead underwriter, deal manager and investment banker for the Company’s IPO. However, there can be no assurance that we will be able to complete an IPO in the near future, if at all. 2023B Convertible Note Payable On April 3, 2023, the Company commenced a Convertible Notes Offering (“2023B Convertible Note Payable”) pursuant to which it will offer up to $2,000,000 of convertible notes. The 2023A Convertible Notes convert at two dollars ($2.00) per share concurrently when shares of common stock are sold to the public in the Financing Event, or in the event the Financing Event is not completed within eighteen (18) months from the date of the individually issued notes, the Conversion Price shall be the reduced price of two dollars ($2.00) per share and the conversion amount shall automatically be converted into common stock of the Company at $2.00 per share on the Maturity Date. The annual rate of return is twelve percent (12.0%) per annum, which shall be paid as a Payment -in-Kind $ 1.970,000 Threatened Litigation As discussed in note 3 — commitments and licensing fee, on March -IPO For financing transactions, including IPO and pre -IPO -accountable or other rights are issued in the financing, the exercise price of such warrants or other rights. Notwithstanding the foregoing, whatever the Company raises up to the maximum note offering of $12 -process The Engagement Letter terminated on the later of (i) eighteen (18) months from the date executed (March On February -1 -1 On April There can be no assurance that Boustead will not initiate a lawsuit to recover the amounts it claims are owed and any such litigation could impede our ability to complete an IPO and could negatively affect our financial condition. In addition, there can be no assurance that the Company would prevail in any lawsuit it commences against Boustead. Purchase of Intellectual Property Portfolio On July • -dealer -dealer |
Commitments and Licensing Fee
Commitments and Licensing Fee | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Licensing Fee [Abstract] | |
Commitments and Licensing Fee | Note 3 — Commitments and Licensing Fee Commitments On March 23, 2021, the company entered into an engagement letter (the “Engagement Letter”) with Boustead Securities, an advisor to the Company for certain corporate financing transactions. The Engagement Letter provides for Initial Public Offering (“IPO”), Pre -IPO For financing transactions, including IPO and pre -IPO -accountable -process The Engagement Letter terminated on the later of (i) eighteen (18) months from the date executed (March 23, 2021) or (ii) twelve months from the completion date of the IPO and the term may be extended pursuant to the engagement letter. Also, the Company agreed that the advisor shall have the right of first refusal (ROFR) for two (2) years from the consummation of a transaction or termination or expiration of the Engagement Letter to act as advisor or as joint financial advisor under at least equal economic terms to the Engagement Letter. In accordance with the Engagement Letter, NYIAX had engaged Boustead Securities as its sole representative, underwriter and financial advisor. The Company was unable to complete the initial public offering at such time. NYIAX requested the SEC declare the offering effective. Upon the SEC approval NYIAX became a 1934 Securities Act reporting company with all the related responsibilities and costs. In accordance with the ROFR, the Company informed Boustead of its intention to offer the 2023B Convertible Notes Payable. Licensing Fee The Company and Nasdaq, Inc (“NASDAQ”) have entered into a Joint Intellectual Property and an Information Technology Services Agreement. Nasdaq provides cloud -based Pursuant to an IT Services Agreement, as amended in December 2020, commencing April 2022, NYIAX is obligated to compensate NASDAQ an annual license fee of $350,000 and revenue sharing of 0.5% to 10% of revenue depending upon various criteria. The Company recognizes expenses related to the NASDAQ annual licensing fee in the period for the which the services related to the annual license are utilized and recognizes expenses related to the NASDAQ revenue sharing in the period that the Company recognizes revenue related to the NASDAQ agreements. For the year ended December 31, 2022, the Company recorded approximately $262,500 of expense related to the annual license fee and $70,000 of expense related to revenue sharing. No expenses were incurred related to the revenue sharing agreements for the year ended December 31 2021. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2022 | |
Paycheck Protection Program Loan [Abstract] | |
Paycheck Protection Program Loan | Note 6 — Paycheck Protection Program Loan The Company received a loan from Wells Fargo Bank in the amount of $361,605 under the Paycheck Protection Program established by the CARES Act. The loan is subject to a note dated May 14, 2020 and may be forgiven to the extent proceeds of the loan were used for eligible expenditures such as payroll and other expenses described in the CARES Act. The loan bore an interest at a rate of 1% and was payable in monthly installments of principal and interest over 24 months beginning 6 months from the date of the note. The Company applied for forgiveness of the loan and interest in the full amount. On May 20,2021, the U.S. Small Business Administration forgave NYIAX’s Paycheck Protection Loan as authorized by the CARES Act and the Company recorded other income of $361,605. On December 31, 2022 and 2021, the loan balances were $0. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes NYIAX, Inc. is taxed as a “C” Corporation subject to federal, state and local income taxes. For the years ended December 31, 2022 and 2021, NYIAX did not have any income for tax purposes and therefore, no current tax liability or expense has been recorded in these financial statements. A reconciliation of income tax expense computed at the statutory federal income tax rate to the provision for income taxes for the years ended December 31, 2022 and 2021 is as follows: 2022 2021 Net Loss for the Year $ (11,114,179 ) $ (13,498,626 ) Statutory federal income tax rate 21 % 21 % Tax benefit using statutory federal income tax rate (2,333,977 ) (2,834,711 ) State and local taxes, net of federal benefit (965,370 ) (1,286,910 ) Non-deductible expenses, net of federal income tax rate 328,290 432,078 Start-up Costs (146,490 ) Change in valuation allowance 2,685,198 3,730,000 SBC 430,501 Other, net 1,849 (40,457 ) Income tax expense (benefit) $ — $ — Effective income tax rate 0 % 0 % At December Management has determined that it is not more -likely-than-not Deferred tax asset at December 31, 2022 and 2021 consists of the following: 2022 2021 Deferred tax asset Start-up costs $ 5,042,480 $ 5,188,000 Stock based compensation 2,738,000 2,727,000 Section 174 101,398 Net Operating Loss 7,377,233 4,729,000 Other (81,973 ) 79,000 15,177,167 12,723,000 Valuation allowance (15,177,167 ) (12,723,000 ) Net deferred taxes $ — $ — |
Capitalized Software Developmen
Capitalized Software Development Costs | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized Software Development Costs [Abstract] | |
Capitalized Software Development Costs | Note 8 — Capitalized Software Development Costs Capitalized software development costs, net of amortization as of December 31, 2022 and 2021 was $393,157 and $589,735, respectively. The Company had gross capitalized software development costs of $982,891 as of December 31, 2022 and 2021. The Company commenced amortizing the capitalized software development costs in January 2020. For the years ended December 31, 2022 and 2021, the Company amortized $196,578 and $196,578 of capitalized software development costs, respectively. In accordance with ASC 360 Impairment Accounting for the Impairment or Disposal of Long -Lived -lived -lived -lived |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases [Abstract] | |
Operating Leases | Note 10 — Operating Leases On January 1, 2021 (“Effective Date”), the Company adopted ASC 842. The new guidance requires the recognition of right -of-use For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases unless an interest rate is implicitly stated in the lease. The Company’s incremental borrowing rate used for all leases under ASC 842 was 5.60%, the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. ROU assets, once recorded, are reviewed annually for impairment. On September 1, 2021, the Company entered into an operating sub -lease -of-use Balance sheet information related to our leases is presented below: As of Operating leases: Balance Sheet Location December 31, 2022 December 31, 2021 November 1, 2021 (Lease Commencement) Right-of-use assets Operating lease right-of-use asset $ 395,470 $ 537,836 $ 563,713 Operating lease liability, current Current portion of operating lease obligations 162,503 135,455 106,810 Operating lease liability, long-term Operating lease obligations, net of current maturities 268,385 430,888 456,903 As of December 31, 2022 Weighted-average discount rate – operating lease 5.60 % Weighted-average remaining lease term – operating lease (in months) 30 As of December 31, 2022, the expected annual minimum lease payments of our operating lease liabilities: For Years Ending December 31, Operating lease 2023 182,526 2024 186,177 2025 94,320 Total future minimum lease payments, undiscounted 463,023 Less: Imputed interest for leases in excess of one year 32,135 Present value of future minimum lease payments $ 430,888 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Financial Statements | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from December 31, 2022 through March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included elsewhere in this Annual Report on Form 10 -K | Financial Statements The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. On an on -going -based -Scholes -based | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. On an on -going -based -Scholes -based |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents in the financial statements. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, and accounts receivable. The Company maintains its cash with financial institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) federally insured limits. The Company considers all highly liquid investments with an original maturity of three | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 — Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value due to the short -term | Fair Value of Financial Instruments 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 — Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The Company’s financial instruments approximate the carrying amounts of cash, accounts receivable and accounts payable approximate fair value due to the short -term |
Concentrations of Risk | Concentrations of Risk As of March 31, 2023 two Media Buyers represented 54% and 12% of accounts receivable. For the three months ended March 31, 2023, two customers represented 44% and 16% of revenue, net. As of March 31, 2023, two Media Sellers represented 76% and 11% of accounts payable. For the three months ended March 31, 2022 one customers represented for 93% of revenue, net. As of December 31, 2022, two Media Sellers represented of 61% and 8% of accounts payable. As of December 31, 2021, two Media Buyer represented for 45% and 41% of accounts receivable. As of December 31, 2021, four Media Sellers represented 39%, 14%, 10% and 9% of accounts payable. | Concentrations of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, and accounts receivable. The Company maintains its cash with financial institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) federally insured limits. As of December 31, 2022, three Media Sellers represented approximately 51%, 12% and 10% respectively of revenue, net. As of December 31, 2022, two Media Buyer represented for 67% and 20% of accounts receivable. As of December 31, 2022, two Media Sellers represented of 61% and 8% of accounts payable. As of December 31, 2021, three Media Sellers represented approximately 30%, 26%, and 11%, respectively of revenue, net. As of December 31, 2021, two Media Buyer represented for 45% and 41% of accounts receivable. As of December 31, 2021, four Media Sellers represented of 39%, 14%, 10% and 9% of accounts payable. |
Accounts Receivable, Net | Accounts Receivable Accounts receivable consists of amounts billed to Media Buyers. Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. The Company performs ongoing credit evaluations of Media Buyers. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then -outstanding -offs | Accounts Receivable, Net Accounts receivable consists of amounts billed to Media Buyers. Accounts receivable, net are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. The Company performs ongoing credit evaluations of Media Buyers. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then -outstanding -offs |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in -service -line Repair and maintenance costs are expensed as incurred and major improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s operating results. | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in -service -line Repair and maintenance costs are expensed as incurred and major improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s operating results. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes or expenses costs associated with creating internally developed software related to the Company’s technology infrastructure in accordance with ASC 350 – 40, Intangibles — Goodwill and Other — Internal Use Software, that generally relate to software that the Company does not intend to sell or market. All costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized in accordance with guidance. Amortization commences when the software is available for its intended use. The estimated useful life of the capitalized software development costs is five years. The Company commenced amortizing the capitalized software development costs related to its platform in January 2020. Certain long -lived -month | Capitalized Software Development Costs The Company capitalizes or expenses costs associated with creating internally developed software related to the Company’s technology infrastructure in accordance with ASC 350 -40 All costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized in accordance ASC 350 -40 Amortization commences when the software is available for its intended use. The estimated useful life of the capitalized software development costs is five years. The Company commenced amortizing the capitalized software development costs related to its platform in January 2020. Certain long -lived |
Revenue Recognition | Revenue Recognition NYIAX brings together Media Buyers (brands, advertisers or agencies) and Media Sellers (publishers or media) to execute media sales contracts. NYIAX receives a fee upon completion of the media contract. NYIAX does not take ownership of or positions in the media at any time during the process. Generally, the Company bills Media Buyers the gross amount of advertising, including the Company’s commissions or fees in a single invoice and pays the Media Seller upon receipt. The Company’s accounts receivable are recorded at the amount of gross billings for the amounts it is responsible to collect, and accounts payable are recorded at the amount payable to Media Seller. Substantially all of the Company’s revenues are recognized at the point in time that the (i) contract reconciliations are completed, (ii) accepted by the Media Buyer and Media Seller, and (iii) NYIAX’s performance obligations are completed. The Company maintains agreements with each Media Buyer and Media Seller which set out the terms of the relationship. Revenue is recognized based on the five -step Step 1 — Identify the Contract with the Customer — A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 — Identify Performance Obligations in the Contract — Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 — Determine the Transaction Price — When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 — Allocate the Transaction Price — After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price at contract inception. Step 5 — Satisfaction of the Performance Obligations (and Recognize Revenue) — Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues are recognized when the contract reconciliations are completed and accepted by the Media Buyer and Media Seller. The Company maintains agreements with each Media Buyer and Media Seller which set out the terms of the relationship. The Company has determined that it is acting as an agent for the Media Seller as (i) NYIAX does not obtain control of the Seller’s media (goods & services) before transferring control to the Buyer. The Seller has control of the media. Specifically, NYIAX does not control the specified media before transferring the media to the Media Buyer, the Company is not primarily responsible for the performance of the Media Seller, nor can the Company redirect those services to fulfill any other contracts. (ii) NYIAX does not have inventory or credit risk for the media,. and (iii) the Media Seller establishes the pricing in the Smart -Contracts -executing | Revenue Recognition NYIAX brings together Media Buyers (brands, advertisers or agencies) and Media Sellers (publishers or media) to execute media sales contracts. NYIAX receives a fee upon completion of the media contract. NYIAX does not take ownership of or positions in the media at any time during the process. Generally, the Company bills Media Buyers the gross amount of advertising, including the Company’s commissions or fees in a single invoice and pays the Media Seller upon receipt. The Company’s accounts receivable are recorded at the amount of gross billings for the amounts it is responsible to collect, and accounts payable are recorded at the amount payable to Media Seller. Substantially all of the Company’s revenues are recognized at the point in time that the (i) contract reconciliations are completed, (ii) accepted by the Media Buyer and Media Seller, and (iii) NYIAX’s performance obligations are completed. The Company maintains agreements with each Media Buyer and Media Seller which set out the terms of the relationship. Revenue is recognized based on the five -step Step 1 — Identify the Contract with the Customer — A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 — Identify Performance Obligations in the Contract — Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 — Determine the Transaction Price — When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 — Allocate the Transaction Price — After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price at contract inception. Step 5 — Satisfaction of the Performance Obligations (and Recognize Revenue) — Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. The Company considers both the Media Buyers and Media Sellers to be its customers. However, currently, the Media Buyers do not pay the Company, and only the Media Sellers compensate the Company for the use of the platform and other services. Fees or commissions are established differently for each Media Seller dependent upon various variables, including anticipated volume. The performance obligations within the Company’s contractual arrangements with customers is satisfied upon the contract reconciliations being completed and accepted by the Media Buyer and Media Seller. The Company has determined that it is acting as an agent for the Media Seller as (i) NYIAX does not obtain control of the Seller’s media (goods & services) before transferring control to the Buyer. The Seller has control of the media. Specifically, NYIAX does not control the specified media before transferring the media to the Media Buyer, the Company is not primarily responsible for the performance of the Media Seller, nor can the Company redirect those services to fulfill any other contracts. (ii) NYIAX does not have inventory or credit risk for the media. And (iii) the Media Seller establishes the pricing in the Smart -Contracts -executing Based on these and other factors, the Company has determined it acts as an agent in the purchase and sale of advertising media inventory and therefore reports revenue on a net basis for the commissions and fees the Company charges after the performance obligations are met. |
Share-Based Compensation | Share-Based Compensation The share -based -Scholes -pricing -Scholes -free -Scholes | Share-Based Compensation The share -based -Scholes -pricing -Scholes -free -free -Scholes |
Deferred Offering Costs | Deferred Offering Cost Write-off On February 14, 2023, the Registration Statement on Form S -1 In March, 2023, the Company’s financial advisor, representative and lead underwriter for the offering, Boustead Securities LLC (“Boustead”), informed the Company of its decision not to proceed with pricing of the Company’s Offering. Pursuant to the Codification of Staff Accounting Bulletins / Topic 5: Miscellaneous Accounting A. Expenses of Offering, the Company had been deferring these expenses until the offering. As of December 31, 2022, $848,531 of deferred offering costs were recorded on the balance sheet. In accordance with the Codification of Staff Accounting Bulletins/Topic 5: Miscellaneous Accounting, the Company has written these costs off during the three month period ended March | Deferred Offering Costs Deferred offering costs include specific incremental costs directly attributable to the Company’s initial public. Offering of securities. Deferred offering costs exclude management salaries or other general and administrative expenses. These costs are being deferred and will be charged against the gross proceeds of the offering. |
Income Taxes | Income Taxes The Company records income tax expense in accordance with ASC–740 Income Taxes, as amended mandating how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The standards require the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more -likely-than-not -likely-than-not -likely-than-not The Company’s policy is to record interest expense and penalties pertaining to income taxes in operating expenses. For the periods ended March 31, 2023 and December 31, 2022, there were no interest and penalties expenses recorded and no accrued interest and penalties. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including net operating loss carryforwards (“NOL’s”), and liabilities, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more -likely-than-not | Income Taxes The Company records income tax expense in accordance with ASC -740 -likely-than-not -likely-than-not -likely-than-not The Company’s policy is to record interest expense and penalties pertaining to income taxes in operating expenses. For the years ended December 31, 2022 and 2021, there were no interest and penalties expenses recorded and no accrued interest and penalties. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including net operating loss carry -forwards The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more -likely-than-not |
Earnings Per Share | Earnings Per Share In accordance with ASC–260 Earnings Per Share, basic earnings per share (EPS) is calculated by dividing the net income attributable to common stockholders by the weighted -average -average -dilutive -dilutive As of March 31, 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti -dilutive As of Equity Incentive Plans 3,086,626 Selling Agent and Advisor Warrants 23,538 Warrants Issued with Common Stock Offerings 889,500 Warrants Issued with Convertible Notes Offerings 967,150 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 135,807 Total Common Stock Equivalents 5,102,621 | Earnings Per Share In accordance with ASC -260 -average -average -dilutive -dilutive As of December 31, 2022 and 2021, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti -dilutive For the Years Ended December 31, 2022 2021 Equity Incentive Plans 3,086,626 3,116,626 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 1,506,829 1,533,998 Selling Agent and Advisor Warrants 23,538 338,653 Warrants Issued with Common Stock Offerings 889,500 1,100,195 Warrants Issued with Convertible Notes Offerings 947,150 704,652 6,453,643 6,794,124 During 2022 and 2021, approximately 235,693 and 418,473, respectively, warrants issued with convertible notes payable were exercised for proceeds of approximately $1,285,800 and $2,093,000, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued No. 2020 -06 -20 -40 -07 | Recently Issued Accounting Pronouncements In August 2020, the FASB issued No. 2020 -06 -20 -40 -07 |
Operating Leases | Operating Leases The Company has entered into operating leases consisting principally for the rental of office space. The Company adopted ASC 842. The guidance requires the recognition of right -of-use Under ASC 842, lease expense is recognized as a single lease cost on a straight -line -cancelable The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature and records the associated lease liability and right -of-use -lease -lease -term -line -term Lease expense for the years ended December 31, 2022 and 2021 were $197,245 and $63,121, respectively. | |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct reduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the effective interest method. | |
Cost of sales | Cost of sales Cost of sales consists of datacenter costs (our cloud operations used by our platform to service our customers), amortization expense related to capitalized internal use software development costs, and personnel costs. Personnel costs include salaries, bonuses, share -based | |
Operating Expenses | Operating Expenses Technology and development expenses consist of personnel costs, including salaries, bonuses, share -based -end -end Selling, general and administrative expenses consist of personnel costs, including salaries, bonuses, share -based |
Restatement (Tables)
Restatement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restatements [Abstract] | |
Schedule of the effects of the restatement on the financial statements | As Previously Adjustments, Restated Statements of Shareholders’ Equity (Deficit) as of March 31, 2022 Additional Paid in Capital 39,170,551 1,114,043 40,284,594 Retained earnings (44,513,616 ) (1,386,102 ) (45,899,718 ) Total shareholders’ (deficit) (5,342,019 ) (272,059 ) (5,614,078 ) Amount of selling agent and advisor warrants 260,361 191,169 69,192 As Previously Adjustments, Restated Statement of Operations for the period March 31, 2022 Net revenues 485,065 485,065 Cost of Sales — — — Cost of Sales — (288,281 ) (288,281 ) Gross Margin 485,065 773,346 Operating expenses Technology and development 230,865 127,433 358,298 Selling, general and administrative 2,328,120 602,941 2,931,061 Depreciation and amortization 50,380 (49,145 ) 1,235 Share-based compensation 969,510 (969,511 ) Total operating expenses 3,578,875 (288,282 ) 3,290,593 Interest expense 556,395 139,439 695,834 Loss before provision for income taxes (3,650,205 ) (139,440 ) (3,789,645 ) — — — Provision for income taxes — — — — — — Net loss (3,650,205 ) (139,440 ) (3,789,645 ) Net loss per share – basic and diluted (0.35 ) (0.02 ) (0.37 ) Statements of Cash Flows for the three month period ended March 31, 2022 Cash flows from operating activities Net loss (3,650,204 ) (139,441 ) (3,789,645 ) Adjustments to reconcile net income to net cash provided by operating activities: Debt discount amortization 376,986 139,439 516,425 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of common stock equivalents | As of Equity Incentive Plans 3,086,626 Selling Agent and Advisor Warrants 23,538 Warrants Issued with Common Stock Offerings 889,500 Warrants Issued with Convertible Notes Offerings 967,150 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 135,807 Total Common Stock Equivalents 5,102,621 | For the Years Ended December 31, 2022 2021 Equity Incentive Plans 3,086,626 3,116,626 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 1,506,829 1,533,998 Selling Agent and Advisor Warrants 23,538 338,653 Warrants Issued with Common Stock Offerings 889,500 1,100,195 Warrants Issued with Convertible Notes Offerings 947,150 704,652 6,453,643 6,794,124 |
Shareholder Equity (Tables)
Shareholder Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholder Equity [Abstract] | |
Schedule of equity incentive plans | Options Authorized 2016 Plan 1,139,544 2017 Plan 604,832 2021 Plan 12,000,000 13,744,376 |
Schedule of share-based compensation related to equity plans | Cost of sales $ 62,099 Technology and development 59,734 Sales, general and administrative 2,179,902 Total $ 2,301,735 Cost of sales $ 7,940 Technology and development 19,226 Sales, general and administrative 3,860,686 Total $ 3,887,852 |
Schedule of weighted average assumptions used to value options granted to employees | Risk-free Interest rate 0.27% – 2.92% Expected Term at Issuance 5 – 7 years utilizing the practical expedient method in accordance with ASC 718 Volatility 61.7% (The Company used an average volatility of comparable entities, to develop an estimate of expected volatility.) Dividend Rate 0 Risk-free Interest rate 2.8% Expected Term at Issuance 5 – 7 years utilizing the practical expedient method in accordance with ASC 718 Volatility 63.9% (The Company used an average volatility of comparable entities, to develop an estimate of expected volatility.) Dividend Rate 0 Risk-free Interest rate 1.64% Expected Term at Issuance 6.4 – 8.2 years Volatility 69.2% Dividend Rate 0 Risk-free Interest rate 1.64% Expected Term at Inducement date 6.4 – 8.2 years Volatility 69.2% Dividend Rate 0 |
Schedule of common stock option award activity | Options Weighted Average Exercise Price Remaining Life Aggregate Intrinsic Value for the Activity During the Years Balance, January 1, 2021 1,574,126 $ 2.71 5.0 — Granted 1,607,500 4.33 10.0 Exercised (65,000 ) (Forfeiture) — Balance, December 31, 2021 3,116,626 $ 4.44 7.0 Exercisable, December 31, 2021 2,405,534 $ 3.25 6.3 Balance, January 1, 2022 3,116,626 $ 4.44 7.0 Granted 517,500 Exercised (6,060 ) (Forfeiture) (555,000 ) Balance, December 31, 2022 3,073,066 $ 5.22 6.0 Exercisable, December 31, 2022 2,711,448 $ 3.40 7.1 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible note payable | 2021 Convertible Note Payable 2021 Convertible Note Payable at Issuance 7,226,335 Payments to advisor, debt discount (362,693 ) 6,863,642 (Deferred debt discount, including beneficial conversion features of $749,551) (1,499,102 ) (Deferred debt discount from Advisor fee) (114,043 ) 5,250,496 Amortization of debt discounts for year ending December 31, 2021 1,103,730 2021 Convertible Note Payable balance at December 31, 2021 $ 6,354,227 2021 Convertible Note Payable balance at December 31, 2022 $ 0 2022 Convertible Note Payable at Issuance 2,570,000 Deferred debt discount and payments to advisor (529,811 ) 2,040,189 Amortization of debt discounts for period 315,546 2022 Convertible Note Payable as of December 31, 2022 2,355,735 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory federal income tax rate | 2022 2021 Net Loss for the Year $ (11,114,179 ) $ (13,498,626 ) Statutory federal income tax rate 21 % 21 % Tax benefit using statutory federal income tax rate (2,333,977 ) (2,834,711 ) State and local taxes, net of federal benefit (965,370 ) (1,286,910 ) Non-deductible expenses, net of federal income tax rate 328,290 432,078 Start-up Costs (146,490 ) Change in valuation allowance 2,685,198 3,730,000 SBC 430,501 Other, net 1,849 (40,457 ) Income tax expense (benefit) $ — $ — Effective income tax rate 0 % 0 % |
Schedule of deferred tax asset | 2022 2021 Deferred tax asset Start-up costs $ 5,042,480 $ 5,188,000 Stock based compensation 2,738,000 2,727,000 Section 174 101,398 Net Operating Loss 7,377,233 4,729,000 Other (81,973 ) 79,000 15,177,167 12,723,000 Valuation allowance (15,177,167 ) (12,723,000 ) Net deferred taxes $ — $ — |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases [Abstract] | |
Schedule of balance sheet information related to our leases | As of Operating leases: Balance Sheet Location December 31, 2022 December 31, 2021 November 1, 2021 (Lease Commencement) Right-of-use assets Operating lease right-of-use asset $ 395,470 $ 537,836 $ 563,713 Operating lease liability, current Current portion of operating lease obligations 162,503 135,455 106,810 Operating lease liability, long-term Operating lease obligations, net of current maturities 268,385 430,888 456,903 As of December 31, 2022 Weighted-average discount rate – operating lease 5.60 % Weighted-average remaining lease term – operating lease (in months) 30 |
Schedule of minimum lease payments of our operating lease liabilities | For Years Ending December 31, Operating lease 2023 182,526 2024 186,177 2025 94,320 Total future minimum lease payments, undiscounted 463,023 Less: Imputed interest for leases in excess of one year 32,135 Present value of future minimum lease payments $ 430,888 |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 28, 2023 | Jan. 10, 2023 | Dec. 31, 2021 | |
Organization and Nature of Business [Abstract] | ||||||
Operations lost | $ 3,000,000 | $ 11,100,000 | ||||
Non-cash expenses | 1,200,000 | |||||
Non-cash operating expenses | 313,000 | |||||
Write off of deferred offering costs | 848,000 | |||||
Total current assets | $ 1,201,096 | 1,201,096 | 2,856,868 | $ 6,495,079 | ||
Cash | 792,000,000,000 | |||||
Total current liabilities | 4,977,185 | 4,977,185 | 7,430,897 | 11,059,207 | ||
Proceeds from sales of convertible notes | 200,000 | |||||
Operation amount | 5,800,000 | |||||
Total current assets | 5,000 | 5,000 | 92,497 | $ 14,813 | ||
Total current assets | 792,000 | |||||
Total current liabilities | 7,400,000 | |||||
Non-cash expenses | 3,600,000 | |||||
Convertible notes payable | 2,400,000 | $ 500,000 | ||||
NYIAX [Member] | ||||||
Organization and Nature of Business [Abstract] | ||||||
Total current assets | 1,200,000 | 1,200,000 | ||||
Cash | 452,000 | 452,000 | ||||
Total current liabilities | $ 5,000,000 | 5,000,000 | ||||
Convertible Notes Payable [Member] | ||||||
Organization and Nature of Business [Abstract] | ||||||
Operating activities | $ 1,400,000 | 5,800,000 | ||||
2023B Convertible Note Payable [Member] | ||||||
Organization and Nature of Business [Abstract] | ||||||
Sales of convertible notes | 1,970,000 | |||||
2023B Convertible Note Payable [Member] | Forecast [Member] | ||||||
Organization and Nature of Business [Abstract] | ||||||
Sales of convertible notes | $ 1,970,000 | |||||
NYIAX [Member] | ||||||
Organization and Nature of Business [Abstract] | ||||||
Total current assets | 2,900,000 | |||||
Total current assets | 2,900,000 | |||||
Total current liabilities | $ 7,400,000 |
Restatement (Details)
Restatement (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Restatement (Details) [Line Items] | |
Interest expense (in Dollars) | $ | $ 139,439 |
Number of warrants (in Shares) | shares | 78,292 |
Increase to loss per share | $ 0.02 |
Minimum [Member] | |
Restatement (Details) [Line Items] | |
Increase to loss per share | 0.35 |
Maximum [Member] | |
Restatement (Details) [Line Items] | |
Increase to loss per share | $ 0.37 |
Restatement (Details) - Schedul
Restatement (Details) - Schedule of the effects of the restatement on the financial statements | 12 Months Ended |
Mar. 31, 2022 USD ($) $ / shares | |
As Previously reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Additional Paid in Capital | $ 39,170,551 |
Retained earnings | (44,513,616) |
Total shareholders’ (deficit) | (5,342,019) |
Amount of selling agent and advisor warrants | 260,361 |
Net revenues | 485,065 |
Cost of Sales | |
Gross Margin | 485,065 |
Technology and development | 230,865 |
Selling, general and administrative | 2,328,120 |
Depreciation and amortization | 50,380 |
Share-based compensation | 969,510 |
Total operating expenses | 3,578,875 |
Interest expense | 556,395 |
Loss before provision for income taxes | (3,650,205) |
Provision for income taxes | |
Net loss | $ (3,650,205) |
Net loss per share – basic and diluted (in Dollars per share) | $ / shares | $ (0.35) |
Net loss | $ (3,650,204) |
Debt discount amortization | 376,986 |
Adjustments, Net [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Additional Paid in Capital | 1,114,043 |
Retained earnings | (1,386,102) |
Total shareholders’ (deficit) | (272,059) |
Amount of selling agent and advisor warrants | 191,169 |
Cost of Sales | (288,281) |
Technology and development | 127,433 |
Selling, general and administrative | 602,941 |
Depreciation and amortization | (49,145) |
Share-based compensation | (969,511) |
Total operating expenses | (288,282) |
Interest expense | 139,439 |
Loss before provision for income taxes | (139,440) |
Provision for income taxes | |
Net loss | $ (139,440) |
Net loss per share – basic and diluted (in Dollars per share) | $ / shares | $ (0.02) |
Net loss | $ (139,441) |
Debt discount amortization | 139,439 |
Restated Amounts [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Additional Paid in Capital | 40,284,594 |
Retained earnings | (45,899,718) |
Total shareholders’ (deficit) | (5,614,078) |
Amount of selling agent and advisor warrants | 69,192 |
Net revenues | 485,065 |
Cost of Sales | (288,281) |
Gross Margin | 773,346 |
Technology and development | 358,298 |
Selling, general and administrative | 2,931,061 |
Depreciation and amortization | 1,235 |
Total operating expenses | 3,290,593 |
Interest expense | 695,834 |
Loss before provision for income taxes | (3,789,645) |
Provision for income taxes | |
Net loss | $ (3,789,645) |
Net loss per share – basic and diluted (in Dollars per share) | $ / shares | $ (0.37) |
Net loss | $ (3,789,645) |
Debt discount amortization | $ 516,425 |
Restatement (Details) - Sched_2
Restatement (Details) - Schedule of the effects of the restatement on the financial statements (Parentheticals) | 12 Months Ended |
Mar. 31, 2022 $ / shares | |
As Previously reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss per share – diluted | $ (0.35) |
Adjustments, Net [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss per share – diluted | 0.02 |
Restated Amounts [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss per share – diluted | $ (0.37) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Apr. 30, 2022 | Mar. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Investments maturity period | 3 months | 3 months | |||
Deferred offering costs (in Dollars) | $ 848,531 | ||||
Estimated useful lives of assets | 3 to 5 years for office equipment and software. | ||||
Lease expense (in Dollars) | $ 197,245 | $ 63,121 | |||
Warrants issued (in Shares) | 235,693 | 418,473 | |||
Convertible notes payable exercised for proceeds (in Dollars) | $ 1,285,800 | $ 2,093,000 | |||
One Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Accounts receivable rate | 45% | 54% | |||
Accounts payable rate | 61% | 39% | 76% | ||
Two Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Accounts receivable rate | 41% | 12% | |||
Accounts payable rate | 8% | 14% | 11% | ||
Three Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Accounts payable rate | 10% | ||||
Four Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Accounts payable rate | 9% | ||||
Minimum [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue rate | 0.50% | ||||
Office equipment and software | 3 years | ||||
Maximum [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue rate | 10% | ||||
Office equipment and software | 5 years | ||||
Customer One [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue rate | 44% | 93% | |||
Customer Two [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue rate | 16% | ||||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | One Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 51% | 30% | |||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Two Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 12% | 26% | |||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Three Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 10% | 11% | |||
Accounts Receivable [Member] | Revenue from Rights Concentration Risk [Member] | One Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 67% | 45% | |||
Accounts Receivable [Member] | Revenue from Rights Concentration Risk [Member] | Two Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 20% | 41% | |||
Accounts Payable [Member] | Revenue from Rights Concentration Risk [Member] | One Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 61% | 39% | |||
Accounts Payable [Member] | Revenue from Rights Concentration Risk [Member] | Two Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 8% | 14% | |||
Accounts Payable [Member] | Revenue from Rights Concentration Risk [Member] | Three Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 10% | ||||
Accounts Payable [Member] | Revenue from Rights Concentration Risk [Member] | Four Media Sellers [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue, percentage | 9% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of common stock equivalents - shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of common stock equivalents [Abstract] | |||
Equity Incentive Plans | 3,086,626 | ||
Selling Agent and Advisor Warrants | 23,538 | 23,538 | 338,653 |
Warrants Issued with Common Stock Offerings | 889,500 | ||
Warrants Issued with Convertible Notes Offerings | 967,150 | ||
Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest | 135,807 | ||
Total Common Stock Equivalents | 5,102,621 | 6,453,643 | 6,794,124 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 12 Months Ended | |||||||||||
Dec. 21, 2022 | Nov. 11, 2022 | May 30, 2022 | Mar. 25, 2022 | Jul. 19, 2021 | Jun. 22, 2021 | Oct. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2023 | |
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Shares issued | 13,811,499 | 12,370,002 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares outstanding | 13,811,499 | 12,370,002 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Founders shares | 4,233,696 | |||||||||||
Founders per share (in Dollars per share) | $ 0.0001 | |||||||||||
Nonvested shares | 604,832 | |||||||||||
Vested shares | 3,628,864 | 3,628,864 | ||||||||||
Aggregate principal amount (in Dollars) | $ 50,000 | $ 7,176,335 | $ 4,004,900 | |||||||||
Accrued payment in kind interest (in Dollars) | $ 5,000 | $ 742,700 | $ 334,000 | |||||||||
Common stock , shares | 11,000 | 1,583,807 | 867,767 | 12,370,002 | 10,243,442 | 13,811,499 | ||||||
Warrants issued | 418,473 | 235,693 | ||||||||||
Convertible note payable (in Dollars) | $ 1,285,809 | $ 2,093,000 | ||||||||||
Equity incentive plans options | 65,000 | 13,744,376 | ||||||||||
Total share-based compensation (in Dollars) | $ 2,300,000 | 3,900,000 | ||||||||||
Related to the issuance (in Dollars) | 607,000 | |||||||||||
Share-based payment (in Dollars) | 200,000 | $ 1,000,000 | ||||||||||
Issuance of options (in Dollars) | $ 1,494,000 | |||||||||||
Common stock ,purchase shares | 367,678 | 711,092 | ||||||||||
Share-based payment expense (in Dollars) | $ 200,000 | $ 1,000,000 | ||||||||||
Principal stockholders | 200,000 | |||||||||||
Contractor shares | 50,000 | 100,000 | ||||||||||
Per equity share (in Dollars per share) | $ 2 | $ 4.33 | ||||||||||
Estimated value of shares (in Dollars) | $ 325,000 | |||||||||||
Exercise price per share (in Dollars per share) | $ 5.5 | |||||||||||
Warrants issued | 235,693 | 418,473 | ||||||||||
Warrants exercised | 11,000 | |||||||||||
Strike price per share (in Dollars per share) | $ 5 | |||||||||||
Dividend amount (in Dollars) | $ 28,600 | |||||||||||
Common Stock [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock, shares authorized | 135,000,000 | 135,000,000 | 135,000,000 | |||||||||
Shares issued | 125,000,000 | 125,000,000 | 125,000,000 | |||||||||
Common stock, shares authorized | 20,000,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Shares issued | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Aggregate principal amount (in Dollars) | $ 1,300,000 | |||||||||||
Warrants issued | 214,693 | |||||||||||
Minimum [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Exercise price per share (in Dollars per share) | 6.5 | $ 5 | ||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Exercise price per share (in Dollars per share) | 5.5 | |||||||||||
Maximum [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Exercise price per share (in Dollars per share) | $ 6.6 | 5.5 | ||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Exercise price per share (in Dollars per share) | $ 6.5 | |||||||||||
Common Stock [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock ,purchase shares | 1,099,000 | |||||||||||
Share-based payment expense (in Dollars) | $ 1,857,000 | |||||||||||
July 2019 Offering [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Sale of shares of common stock | 12,370,002 | 10,243,442 | ||||||||||
Principal stockholders | 100,000 | |||||||||||
Per equity share (in Dollars per share) | $ 5 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 21, 2022 | Nov. 14, 2022 | May 30, 2022 | Jul. 19, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 10, 2023 | Dec. 15, 2022 | |
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Convertible note payable | $ 2,400,000 | $ 500,000 | |||||||||
T | $ 2,355,735 | $ 6,354,227 | $ 200,000 | ||||||||
Note payable conversion, description | The 2023A Convertible Notes convert at two dollars ($2.00) per share concurrently when shares of common stock are sold to the public in the Financing Event (defined as declaring the registration statement effective), or in the event the Financing Event is not completed within eighteen (18) months from the date of the individually issued notes, the Conversion Price shall be the reduced price of two dollars ($2.00) per share and the conversion amount shall automatically be converted into common stock of the Company at $2.00 per share on the Maturity Date. The annual rate of return is twelve percent (12.0%) per annum, which was paid as a Payment-in-Kind in the Company’s common stock valued at two dollars ($2.00) per share. Concurrently with the sales of the 2023A Convertible Note Payable, warrants (the “Warrants”) were issued at a rate of one (1) Warrant for every ten dollars ($10) principal amount of notes purchased. Each Warrant shall be exercisable for a period of five (5) years at a price of $5.50 per share. | ||||||||||
Warrant price (in Dollars per share) | $ 0.02 | ||||||||||
Accrued interest | $ 5,000 | $ 742,700 | $ 334,000 | ||||||||
Maturity date | May 30, 2022 | Oct. 30, 2021 | |||||||||
Cumulative gross proceeds | 5,000,000 | ||||||||||
Warrants and beneficial conversion description | • Term — 4 – 17 months• Risk-free Interest Rate — 0.1% to 0.8%, average of 0.6%• Dividend Rate 0• Volatility 61.7% | ||||||||||
Recorded compensation to advisor | $ 362,693 | ||||||||||
Convertible warrants shares (in Shares) | 78,292 | ||||||||||
Warrants exercise price, per share (in Dollars per share) | $ 5 | ||||||||||
Debt discount of the warrants description | • Term — 12 – 21 months• Risk-free Interest Rate — 0.03% to 0.8%, average of 0.36%• Dividend Rate 0• Volatility 61.7% | ||||||||||
Note payable conversion description | at $2.00 per share concurrently when shares of common stock are sold to the public in the financing event; or in the event the financing event is not completed within eighteen (18) months from the date of the individually issued notes, the Conversion Price, reduced from the original conversion proce of $4.00 per share, was two dollars ($2.00) per share and the Conversion Amount shall automatically be converted into common stock of the Company at $2.00 per share on the Maturity. The 2022 Convertible Note Payable carry an annual rate of return of twelve (12.0%) percent simple interest and all interest and principle are paid in the Company’s Common Shares at a value of five ($2.00) dollars per share, or, as Payment-in-Kind, or P-I-K. Interest shall be paid quarterly until maturity date. Additionally, concurrently, with the 2022 Convertible Notes, the Company issued with the 2022 Convertible Notes Warrant (the “Warrants”) at a rate of one (1) Warrant for every $10 of Notes purchased. Each Warrant shall be exercisable for a period of five (5) years at a price of $5.50 per share. | ||||||||||
Convertible warrants shares (in Shares) | 12,370,002 | 13,811,499 | |||||||||
Gain on debt | $ 208,811 | ||||||||||
Recorded compensation | $ 205,600 | ||||||||||
Maximum [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Warrant price (in Dollars per share) | 0.37 | ||||||||||
Warrants exercise price, per share (in Dollars per share) | $ 4 | ||||||||||
Conversion price (in Dollars per share) | $ 4 | ||||||||||
Minimum [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Warrant price (in Dollars per share) | $ 0.35 | ||||||||||
Warrants exercise price, per share (in Dollars per share) | $ 2 | ||||||||||
Conversion price (in Dollars per share) | $ 2 | ||||||||||
2020 Convertible Note Payable [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Convertible note payable | $ 4,004,900 | ||||||||||
Warrents percentage | 50% | ||||||||||
Warrant price (in Dollars per share) | $ 5 | ||||||||||
Warrants issued (in Shares) | 400,490 | ||||||||||
Accrued interest | $ 148,000 | ||||||||||
Annual rate of return percentage | 10% | ||||||||||
Common stock per share value (in Dollars per share) | $ 5 | ||||||||||
Cumulative gross proceeds | $ 5,000,000 | ||||||||||
Outstanding principal balance | $ 5,000,000 | ||||||||||
Common stock, shares (in Shares) | 867,767 | ||||||||||
2021 Convertible Note Payable [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Convertible note payable | $ 7,226,335 | ||||||||||
Warrents percentage | 50% | ||||||||||
Warrant price (in Dollars per share) | $ 5 | ||||||||||
Warrants issued (in Shares) | 722,637 | ||||||||||
Annual rate of return percentage | 10% | ||||||||||
Common stock per share value (in Dollars per share) | $ 5 | ||||||||||
Common stock, shares (in Shares) | 11,000 | 1,583,807 | |||||||||
Convertible note payable principal amount | $ 50,000 | $ 7,176,335 | |||||||||
2022 Convertible Note Payable [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Convertible note payable | $ 2,570,000 | ||||||||||
Convertible warrants shares (in Shares) | 257,000 | ||||||||||
Black-Scholes [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Warrants and beneficial conversion description | • Term — 3 – 18 months (maturity date of the convertible notes)• Risk-free Interest Rate — 3.1% to 4.4%, average of 3.9% (US Treasury rates)• Dividend Rate 0 (Historical amounts)• Volatility 69.5 – 82.5% | ||||||||||
Debt discount and beneficial conversion description | • Term — 13 – 15 months• Risk-free Interest Rate — 4.5% to 4.7%, average of 4.6%• Dividend Rate 0• Volatility 77.3 – 82.5% | ||||||||||
Advisor [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Convertible warrants shares (in Shares) | 78,292 | ||||||||||
Financial advisor [Member] | |||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||
Convertible warrants shares (in Shares) | 66,413 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May 26, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
General and administrative expenses | $ 10,000 | $ 10,000 | $ 34,614 | |
Aggregate amount payable | 100,500 | 610,500 | ||
Reimbursement expenses | 100,500 | 100,500 | ||
Unpaid Bonuses | 510,000 | |||
Selling, general and administrative expenses | $ 2,179,902 | $ 3,860,686 | ||
Employment agreements, description | The Company agreed to pay Mr. Hogan (i) a base salary of $360,000 per annum; (ii) a discretionary bonus of up to 50% of salary; (iii) an annual award of incentive stock options to purchase 75,000 shares of common stock of the Company at market price; and (iv) one-time incentive bonus of $20,000 to $250,000 to be paid to Mr. Hogan based upon meeting key performance indicators related to media billed on the Company’s platform. | The agreement automatically renews for one year on each anniversary date, unless it is terminated earlier with 30 days’ written notice by either party prior to each renewal. As compensation, the Company agreed to pay Ms. Abenante (i) a base salary at the rate of $255,000 per annum except that for the period of May 16, 2022 through July 15, 2022, Ms. Abenante’s base salary will be $100,000 per year; and (ii) an annual discretionary bonus of 20% of the actual paid base salary. | ||
Maximum [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Selling, general and administrative expenses | $ 510,000 | |||
Minimum [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Selling, general and administrative expenses | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jul. 08, 2023 | Apr. 03, 2023 | Feb. 14, 2023 | Jan. 10, 2023 | Jan. 10, 2023 | Nov. 14, 2022 | Apr. 22, 2021 | Apr. 22, 2021 | Mar. 23, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 28, 2023 | Apr. 07, 2023 | Mar. 31, 2023 | Feb. 07, 2023 | |
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant price per share (in Dollars per share) | $ 5 | |||||||||||||||
Convertible note payable | $ 500,000 | $ 500,000 | $ 2,400,000 | |||||||||||||
Threatened litigation, description | the advisor would charge the Company (i) seven percent (7%) of the gross amount to be disbursed to the Company from each such investment transaction closing plus, (ii) a non-accountable expense allowance equal to one percent (1%) of the gross amount to be disbursed to the Company from each such investment transaction closing, plus (iii) warrants equal to seven percent (7%) of the gross amount to be received by the Company from each such investment transaction closing. | |||||||||||||||
Note offering | $ 12,000,000 | |||||||||||||||
Fees reduced percentage | 33% | 33% | ||||||||||||||
Aggregate of accountable expenses | $ 230,000 | $ 230,000 | ||||||||||||||
Purchased shares (in Shares) | 367,678 | 711,092 | ||||||||||||||
Warrants issued | $ 1,225,810 | $ 1,285,833 | $ 2,094,148 | |||||||||||||
Registered shares (in Shares) | 125,000,000 | 125,000,000 | 125,000,000 | |||||||||||||
Common shares (in Shares) | 13,811,499 | 12,370,002 | ||||||||||||||
Aggregate offering price | $ 848,531 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Common shares (in Shares) | 125,000,000 | 125,000,000 | 125,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant price per share (in Dollars per share) | $ 4 | |||||||||||||||
Conversion price (in Dollars per share) | $ 4 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant price per share (in Dollars per share) | $ 2 | |||||||||||||||
Conversion price (in Dollars per share) | $ 2 | |||||||||||||||
IPO [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Threatened litigation, description | the advisor would charge the Company (i) seven percent (7%) of the gross amount to be disbursed to the Company from each such investment transaction closing plus, (ii) a non-accountable expense allowance equal to one percent (1%) of the gross amount to the disbursed to the Company from each such investment transaction closing, plus (iii) warrants equal to seven percent (7%) of the gross amount to be received by to the Company from each such investment transaction closing. | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Convertible notes | $ 2,000,000 | |||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||
Common shares (in Shares) | 1,850,000 | |||||||||||||||
Common stock of underwriters (in Shares) | 2,127,500 | |||||||||||||||
Price per share (in Dollars per share) | $ 5 | |||||||||||||||
Aggregate offering price | $ 9,250,000 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Conversion price (in Dollars per share) | $ 4 | |||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Conversion price (in Dollars per share) | 2 | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Commission fund | $ 1,000,000 | |||||||||||||||
Purchased shares (in Shares) | 2,000,000 | |||||||||||||||
Forecast [Member] | IPO [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Issued amount | $ 1,230,000 | |||||||||||||||
2023A Convertible Note Payable [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Common stock price (in Dollars per share) | $ 2 | |||||||||||||||
Convertible price per share (in Dollars per share) | $ 2 | |||||||||||||||
Percentage of annual rate | 12% | |||||||||||||||
Warrant price per share (in Dollars per share) | $ 5.5 | $ 5.5 | ||||||||||||||
Convertible note payable | $ 1,441,497 | |||||||||||||||
Convertible notes | $ 500,000 | $ 500,000 | ||||||||||||||
Sale of convertible notes | $ 200,000 | |||||||||||||||
Warrants issued | $ 10 | |||||||||||||||
Registered shares (in Shares) | 2,570,000 | |||||||||||||||
2023A Convertible Note Payable [Member] | Forecast [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Convertible price per share (in Dollars per share) | $ 2 | |||||||||||||||
Percentage of annual rate | 12% | |||||||||||||||
Warrant purchase amount | $ 10 | |||||||||||||||
Reduced price per share (in Dollars per share) | $ (2) | |||||||||||||||
Common stock convertible conversion price (in Dollars per share) | 2 | |||||||||||||||
2023A Convertible Note Payable [Member] | Forecast [Member] | Payment-in-Kind [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Common stock price (in Dollars per share) | 2 | |||||||||||||||
2023B Convertible Note Payable [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Common stock price (in Dollars per share) | $ 2 | |||||||||||||||
Convert per share (in Dollars per share) | $ 2 | |||||||||||||||
2023B Convertible Note Payable [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Common stock price (in Dollars per share) | $ (2) | |||||||||||||||
2023B Convertible Note Payable [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Percentage of annual rate | 12% | |||||||||||||||
2023B Convertible Note Payable [Member] | Forecast [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Convertible notes | $ 2,000,000 | |||||||||||||||
Convert per share (in Dollars per share) | $ 2 | |||||||||||||||
Warrant purchase amount | $ 10 | |||||||||||||||
Warrant price per share (in Dollars per share) | $ 4 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Convertible note payable | $ 1.970000 | $ 1,970,000 | ||||||||||||||
2023B Convertible Note Payable [Member] | Forecast [Member] | Warrant [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant price per share (in Dollars per share) | $ 2 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
2023B Convertible Note Payable [Member] | Forecast [Member] | Four Dollars [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant purchase amount | $ 10 | |||||||||||||||
2023B Convertible Note Payable [Member] | Forecast [Member] | Two Dollars [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant price per share (in Dollars per share) | $ 2 | |||||||||||||||
Two Dollars [Member] | Forecast [Member] | 2023B Convertible Note Payable [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Warrant price per share (in Dollars per share) | $ 4 | |||||||||||||||
2022 Convertible Note Payable [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Convertible note payable | $ 200,000 | |||||||||||||||
Board of Directors Chairman [Member] | Forecast [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Purchase price amount | $ 4,000,000 | |||||||||||||||
Purchase Agreement [Member] | Forecast [Member] | ||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||
Purchased shares (in Shares) | 2,000,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of common stock equivalents - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Schedule of common stock equivalents [Abstract] | |||
Equity Incentive Plans | 3,086,626 | 3,116,626 | |
Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest | 1,506,829 | 1,533,998 | |
Selling Agent and Advisor Warrants | 23,538 | 338,653 | 23,538 |
Warrants Issued with Common Stock Offerings (in Dollars) | $ 889,500 | $ 1,100,195 | |
Warrants Issued with Convertible Notes Offerings | 947,150 | 704,652 | |
Total Common Stock Equivalents | 6,453,643 | 6,794,124 | 5,102,621 |
Commitments and Licensing Fee (
Commitments and Licensing Fee (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Apr. 22, 2021 | Dec. 31, 2022 | |
Commitments and Licensing Fee (Details) [Line Items] | |||
Description of financing transaction | the advisor would charge the Company (i) seven percent (7%) of the gross amount to be disbursed to the Company from each such investment transaction closing plus, (ii) a non-accountable expense allowance equal to one percent (1%) of the gross amount to the disbursed to the Company from each such investment transaction closing, plus (iii) warrants equal to seven percent (7%) of the gross amount to be received by to the Company from each such investment transaction closing. The warrant exercise price is defined as the lower of: (1) the fair market value price per share of the Company’s common stock as of each such financing closing date, (2) the price per share paid by investors in each respective financing, (3) in the event that securities convertible are sold in the financing, the conversion price of such securities, or (4) in the event that warrants or other rights are issued in the financing, the exercise price of such warrants or other rights. | ||
Process of private placement | $ 12,000,000 | ||
Percentage of private placement fee | 33% | ||
Engagement letter established accountable expenses up to an aggregate | $ 230,000 | ||
Annual licence fee | $ 350,000 | 262,500 | |
Expense related to revenue sharing | $ 70,000 | ||
Minimum [Member] | |||
Commitments and Licensing Fee (Details) [Line Items] | |||
Revenue sharing percentage | 0.50% | ||
Maximum [Member] | |||
Commitments and Licensing Fee (Details) [Line Items] | |||
Revenue sharing percentage | 10% |
Shareholder Equity (Details) -
Shareholder Equity (Details) - Schedule of equity incentive plans | Dec. 31, 2022 shares |
Shareholder Equity (Details) - Schedule of equity incentive plans [Line Items] | |
Options Authorized | 13,744,376 |
2016 Plan [Member] | |
Shareholder Equity (Details) - Schedule of equity incentive plans [Line Items] | |
Options Authorized | 1,139,544 |
2017 Plan [Member] | |
Shareholder Equity (Details) - Schedule of equity incentive plans [Line Items] | |
Options Authorized | 604,832 |
2021 Plan [Member] | |
Shareholder Equity (Details) - Schedule of equity incentive plans [Line Items] | |
Options Authorized | 12,000,000 |
Shareholder Equity (Details) _2
Shareholder Equity (Details) - Schedule of share-based compensation related to equity plans - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Share Based Compensation Related To Equity Plans Abstract | ||
Cost of sales | $ 62,099 | $ 7,940 |
Technology and development | 59,734 | 19,226 |
Sales, general and administrative | 2,179,902 | 3,860,686 |
Total | $ 2,301,735 | $ 3,887,852 |
Shareholder Equity (Details) _3
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options Granted To Employees [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Expected Term at Issuance | 5 - 7 years utilizing the practical expedient method in accordance with ASC 718 | |
Volatility | 61.70% | |
Dividend Rate | 0% | |
Options Granted To Employees [Member] | Minimum [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Risk-free Interest rate | 0.27% | |
Options Granted To Employees [Member] | Maximum [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Risk-free Interest rate | 2.92% | |
volatility [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Risk-free Interest rate | 2.80% | |
Expected Term at Issuance | 5 - 7 years utilizing the practical expedient method in accordance with ASC 718 | |
Volatility | 63.90% | |
Dividend Rate | 0% | |
Investor Warrants [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Expected Term at Issuance | 6 years 4 months 24 days | |
Investor Warrants [Member] | Minimum [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Risk-free Interest rate | 1.64% | |
Volatility | 69.20% | |
Dividend Rate | 0% | |
Investor Warrants [Member] | Maximum [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Expected Term at Issuance | 8 years 2 months 12 days | |
Investor Warrants One [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Expected Term at Issuance | 6 years 4 months 24 days | |
Investor Warrants One [Member] | Minimum [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Risk-free Interest rate | 1.64% | |
Volatility | 69.20% | |
Dividend Rate | 0% | |
Investor Warrants One [Member] | Maximum [Member] | ||
Shareholder Equity (Details) - Schedule of weighted average assumptions used to value options granted to employees [Line Items] | ||
Expected Term at Issuance | 8 years 2 months 12 days |
Shareholder Equity (Details) _4
Shareholder Equity (Details) - Schedule of common stock option award activity - USD ($) | 12 Months Ended | ||
Jun. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Common Stock Option Award Activity Abstract | |||
Options, Balance beginning | 3,116,626 | 1,574,126 | |
Weighted Average Exercise Price, Balance beginning (in Dollars per share) | $ 4.44 | $ 2.71 | |
Remaining Life, Balance beginning | 7 years | 5 years | |
Aggregate Intrinsic Value for the Activity During the Years,Balance beginning (in Dollars) | |||
Options, Granted | 517,500 | 1,607,500 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 2 | $ 4.33 | |
Remaining Life, Granted | 10 years | ||
Options, Exercised | (6,060) | (65,000) | |
Options, (Forfeiture) | (555,000) | ||
Options, Balance ending | 3,073,066 | 3,116,626 | |
Weighted Average Exercise Price, Balance ending (in Dollars per share) | $ 5.22 | $ 4.44 | |
Remaining Life, Balance ending | 6 years | 7 years | |
Options, Exercisable | 2,711,448 | 2,405,534 | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 3.4 | $ 3.25 | |
Remaining Life, Exercisable | 7 years 1 month 6 days | 6 years 3 months 18 days |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible note payable | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
2021 Convertible Note Payable [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible note payable [Line Items] | |
Convertible Note Payable at Issuance | $ 7,226,335 |
Payments to advisor, debt discount | (362,693) |
Total Convertible Note Payable at Issuance | 6,863,642 |
(Deferred debt discount, including beneficial conversion features of $749,551) | (1,499,102) |
(Deferred debt discount from Advisor fee) | (114,043) |
Total Deferred debt discount | 5,250,496 |
Amortization of debt discounts | 1,103,730 |
Convertible Note Payable balance at Beginning | 6,354,227 |
Convertible Note Payable balance at Ending | 0 |
2022 Convertible Note Payable [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible note payable [Line Items] | |
Convertible Note Payable at Issuance | 2,570,000 |
Deferred debt discount and payments to advisor | (529,811) |
Total Convertible Note Payable | 2,040,189 |
Amortization of debt discounts | 315,546 |
Convertible Note Payable balance at Ending | $ 2,355,735 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of convertible note payable (Parentheticals) | Dec. 31, 2022 USD ($) |
2021 Convertible Note Payable [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible note payable (Parentheticals) [Line Items] | |
Beneficial conversion features | $ 749,551 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details) - Paycheck Protection Program [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
May 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Paycheck Protection Program Loan (Details) [Line Items] | |||
Loans received | $ 361,605 | ||
Loan interest rate | 1% | ||
Loan balance | $ 0 | $ 0 | |
U.S. Small Business Administration Forgave [Member] | |||
Paycheck Protection Program Loan (Details) [Line Items] | |||
Other income | $ 361,605 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Income Taxes (Details) [Line Items] | |
Taxable income percentage | 80% |
Maximum [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss | $ 22.3 |
Minimum [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss | 7.3 |
New York [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss | 22.3 |
2040 [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss | 6.2 |
2041 [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss | 8.9 |
Two Thousand and Forty Two [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss | $ 7.3 |
Income Taxes (Details) - Sched
Income Taxes (Details) - Schedule of statutory federal income tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Statutory Federal Income Tax Rate Abstract | ||
Net Loss for the Year | $ (11,114,179) | $ (13,498,626) |
Statutory federal income tax rate | 21% | 21% |
Tax benefit using statutory federal income tax rate | $ (2,333,977) | $ (2,834,711) |
State and local taxes, net of federal benefit | (965,370) | (1,286,910) |
Non-deductible expenses, net of federal income tax rate | 328,290 | 432,078 |
Start-up Costs | (146,490) | |
Change in valuation allowance | 2,685,198 | 3,730,000 |
SBC | 430,501 | |
Other, net | 1,849 | (40,457) |
Income tax expense (benefit) | ||
Effective income tax rate | 0% | 0% |
Income Taxes (Details) - Sch_2
Income Taxes (Details) - Schedule of deferred tax asset - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Tax Asset Abstract | ||
Start-up costs | $ 5,042,480 | $ 5,188,000 |
Stock based compensation | 2,738,000 | 2,727,000 |
Section 174 | 101,398 | |
Net Operating Loss | 7,377,233 | 4,729,000 |
Other | (81,973) | 79,000 |
Deferred tax asset | 15,177,167 | 12,723,000 |
Valuation allowance | (15,177,167) | (12,723,000) |
Net deferred taxes |
Capitalized Software Developm_2
Capitalized Software Development Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized Software Development Costs [Abstract] | ||
Amortization | $ 393,157 | $ 589,735 |
Gross capitalized costs | 982,891 | 982,891 |
Development costs | $ 196,578 | $ 196,578 |
Operating Leases (Details)
Operating Leases (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Leases [Abstract] | |
Incremental borrowing rate | 5.60% |
Base rent | $ 14,814 |
Rent escalation | 2% |
Right-of-use asset and lease liability | $ 563,713 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of balance sheet information related to our leases - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2021 |
Schedule of Balance Sheet Information Related to our Leases [Abstract] | ||||
Right-of-use assets | $ 358,558 | $ 395,470 | $ 537,836 | $ 563,713 |
Operating lease liability, current | $ 165,699 | 162,503 | 135,455 | 106,810 |
Operating lease liability, long-term | $ 268,385 | $ 430,888 | $ 456,903 | |
Weighted-average discount rate – operating lease | 5.60% | |||
Weighted-average remaining lease term – operating lease (in months) | 30 years |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of minimum lease payments of our operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule of Minimum Lease Payments of our Operating Lease Liabilities [Abstract] | |
2023 | $ 182,526 |
2024 | 186,177 |
2025 | 94,320 |
Total future minimum lease payments, undiscounted | 463,023 |
Less: Imputed interest for leases in excess of one year | 32,135 |
Present value of future minimum lease payments | $ 430,888 |