UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 27, 2024
NYIAX, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41626 | 46-0547534 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
180 Maiden Lane, 11th Floor
New York, NY 10005
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (917) 444-9259
N/A
(Former Address of Principal Executive Offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: None.
Section 8 - Other Events
Item 8.01
In a letter to shareholders dated March 27, 2024, NYIAX, Inc. (the “Company”) provided an update of recent developments concerning the postponement of the Company’s initial public offering and its active evaluation of alternative strategies and options as a result.
Section 9 – Financial Statements and Exhibits
Item 9.01(d) Financial Statements and Exhibits
| Exhibit No. | Description | |
| No. 20, | Letter dated March 27, 2024 from Teri Gallo, Chief Executive Officer, to the Company’s shareholders. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: April 2, 2024 | NYIAX, Inc. | ||
| By: | /s/ Joseph G. Passaic, Jr. | ||
| Name: | Joseph G. Passaic. Jr. | ||
| Title: | Corporate Secretary | ||
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