Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Aug. 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Interactive Data Current | No | |
ICFR Auditor Attestation Flag | false | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Entity Information [Line Items] | ||
Entity Registrant Name | NYIAX, Inc. | |
Entity Central Index Key | 0001679379 | |
Entity File Number | 001-41626 | |
Entity Tax Identification Number | 46-0547534 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Public Float | $ 0 | |
Entity Incorporation, Date of Incorporation | Jul. 12, 2012 | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 900 Easton Ave. | |
Entity Address, Address Line Two | STE 26-1088 | |
Entity Address, City or Town | Somerset | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08873 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (917) | |
Local Phone Number | 444-9259 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | None | |
Entity Common Stock, Shares Outstanding | 15,690,719 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | WWC LLP |
Auditor Firm ID | 1171 |
Auditor Location | New York |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 55,014 | $ 792,337 |
Accounts receivable, net | 262,588 | 1,972,034 |
Other current assets | 5,000 | 92,497 |
Total current assets | 322,602 | 2,856,868 |
Capitalized software development costs, net | 196,572 | 393,157 |
Patents, net of amortization | 3,404,958 | |
Property, plant and equipment, net | 2,196 | 3,519 |
Operating lease right-of-use asset | 244,451 | 395,470 |
Deferred offering Costs | 848,531 | |
Security deposit | 74,068 | 74,068 |
Total assets | 4,244,847 | 4,571,613 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,327,206 | 4,841,045 |
Convertible notes payable, net of deferred debt discounts | 1,970,000 | 2,355,735 |
Payables to shareholder-founders | 264,000 | 100,500 |
Accrued Payment-In-Kind Interest | 146,655 | 71,614 |
Current portion of operating lease obligations | 175,585 | 162,503 |
Total current liabilities | 7,883,446 | 7,430,897 |
Long-term liabilities | ||
Operating lease obligations, net of current maturities | 92,800 | 268,385 |
Payables to shareholder-founders | 100,500 | |
Total long-term liabilities | 368,885 | |
Total liabilities | 7,976,246 | 7,799,782 |
COMMITMENTS AND CONTINGENCIES | ||
Shareholders’ equity (deficit) | ||
Common stock $0.0001 par value, 125,000,000 common shares authorized; 15,611,827 and 12,370,002 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. | 1,562 | 1,237 |
Preferred shares: 10,000,000 authorized, none outstanding, par value $0.0001 per share | ||
Additional Paid in Capital | 58,244,754 | 50,023,446 |
Accumulated deficit | (61,977,715) | (53,252,852) |
Total shareholders’ (deficit) equity | (3,731,399) | (3,228,169) |
Total liabilities and shareholders’ (deficit) equity | $ 4,244,847 | $ 4,571,613 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 15,611,827 | 12,370,002 |
Common stock, shares outstanding | 15,611,827 | 12,370,002 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, Net | $ 656,100 | $ 1,324,305 |
Cost of Sales | 848,312 | 1,182,303 |
Gross Margin | (192,212) | 142,002 |
Operating expenses | ||
Technology and development | 1,282,006 | 1,822,228 |
Selling, general and administrative | 5,437,208 | 7,869,144 |
Deferred offering cost write-off | 1,026,012 | |
Forfeiture of deferred compensation | (769,839) | |
Depreciation and amortization | 596,366 | 1,647 |
Total operating expenses | 7,571,753 | 9,693,019 |
Loss from operations | (7,763,965) | (9,551,017) |
Other (income) expenses | ||
Interest expense, net | 960,898 | 1,563,162 |
Total other (income) expenses | 960,898 | 1,563,162 |
Loss before provision for income taxes | (8,724,863) | (11,114,179) |
Net loss | $ (8,724,863) | $ (11,114,179) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.6) | $ (0.96) |
Weighted average number of common shares outstanding – basic and diluted (in Shares) | 14,425,474 | 11,577,808 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share – diluted | $ (0.60) | $ (0.96) |
Weighted Average O/S Shares- diluted | 14,425,474 | 11,577,808 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance Beginning at Dec. 31, 2021 | $ 1,024 | $ 38,089,295 | $ (42,110,073) | $ (4,019,754) |
Balance Beginning (in Shares) at Dec. 31, 2021 | 10,243,442 | |||
Share-based compensation | 1,694,344 | 1,694,344 | ||
Issuance of common stock pursuant to restricted stock awards | $ 29 | 607,362 | 607,391 | |
Issuance of common stock pursuant to restricted stock awards (in Shares) | 290,000 | |||
Conversion of Convertible Note Payable and accrued interest to common shares | $ 159 | 7,973,848 | 7,974,007 | |
Conversion of Convertible Note Payable and accrued interest to common shares (in Shares) | 1,594,807 | |||
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 | |||
Deferred debt discount on 2022 convertible notes payable | 324,213 | 324,213 | ||
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 | |||
Net Loss | (11,114,179) | (11,114,179) | ||
Balance Ending at Dec. 31, 2022 | $ 1,237 | 50,023,446 | (53,252,852) | (3,228,169) |
Balance Ending (in Shares) at Dec. 31, 2022 | 12,370,002 | |||
Share-based compensation | 496,141 | 496,141 | ||
Issuance of common stock pursuant to restricted stock awards | $ (25) | 83,886 | 83,861 | |
Issuance of common stock pursuant to restricted stock awards (in Shares) | (250,000) | |||
Conversion of Convertible Note Payable and accrued interest to common shares | $ 144 | 2,719,197 | 2,719,341 | |
Conversion of Convertible Note Payable and accrued interest to common shares (in Shares) | 1,441,497 | |||
Conversion of Shareholder Note and accrued interest to common shares | $ 6 | 201,309 | 201,315 | |
Conversion of Shareholder Note and accrued interest to common shares (in Shares) | 50,328 | |||
Deferred debt discount on 2022 convertible notes payable | 720,975 | 720,975 | ||
Issuance of common stock pursuant to exercise of employee stock options | ||||
Issuance of common stock for patents acquisition | $ 200 | 3,999,800 | 4,000,000 | |
Issuance of common stock for patents acquisition (in Shares) | 2,000,000 | |||
Net Loss | (8,724,863) | (8,724,863) | ||
Balance Ending at Dec. 31, 2023 | $ 1,562 | $ 58,244,754 | $ (61,977,715) | $ (3,731,399) |
Balance Ending (in Shares) at Dec. 31, 2023 | 15,611,827 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (8,724,863) | $ (11,114,179) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 792,949 | 199,225 |
Operating lease right-of-use asset amortization, net | (11,484) | 6,913 |
Accrued PIK Interest | 247,257 | 375,629 |
Debt discount amortization | 713,681 | 1,187,656 |
Share-based compensation | 580,002 | 2,301,735 |
Provision for allowance for expected credit losses | 106,959 | |
Forfeiture of Deferred Compensation | (769,839) | |
Deferred offering cost write-off | 1,026,012 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 1,602,487 | 1,121,030 |
Prepaid expenses and other current assets | 87,497 | (77,685) |
Accounts payable and accrued expenses | 1,078,518 | 715,178 |
Net cash used in operating activities | (3,270,823) | (5,284,498) |
Net cash used in investing activities | ||
Acquisition of Fixed Assets | (2,043) | |
Net cash used in investing activities | 0 | (2,043) |
Cash flows from financing activities | ||
Proceeds from convertible notes payable, net of discount | 2,170,000 | 2,364,400 |
Payable (forgiveness) to founders’ stockholder payable | (510,000) | |
Issuance of common stock pursuant to exercise of warrants | 1,285,833 | |
Issuance of payables to shareholder-founders | 363,500 | |
Deferred offering costs | (468,531) | |
Proceeds from issuance of stock upon exercise of Employee Options | 19,976 | |
Net cash provided by financing activities | 2,533,500 | 2,691,678 |
Net decrease in cash and cash equivalents | (737,323) | (2,594,863) |
Cash and cash equivalents – Beginning of period | 792,337 | 3,387,200 |
Cash and cash equivalents – End of period | 55,014 | 792,337 |
Supplemental disclosures of non-cash flow investing and financing activities: | ||
Deferred debt discount on convertible note payable | 720,975 | (324,212) |
Deemed Dividends | 28,600 | |
Conversion of convertible note payable and accrued interest to common shares | 2,719,341 | 7,974,007 |
Issuance of common stock for patents acquisition | 4,000,000 | |
Conversion of shareholder notes and accrued interest to shares | $ 201,315 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | 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 $3.3 million for the twelve months ended December 31, 2023. Historically, the Company’s liquidity needs have been met by the sale of sale of convertible notes payable, common shares, and the issuance of common shares through the exercise of warrants. As of December 31, 2023, NYIAX had total current assets of approximately $323,000, of which approximately $55,000 was cash and total current liabilities of approximately $7.9 million, of which $2.4 million were convertible notes payable, accrued interest, and note payable, stockholder, all payable-in-kind of the Company’s shares. For the year ended December 31, 2023, the Company’s operations lost approximately $8.7 million of which approximately $2.7 million were non-cash expenses, net. For the year ended December 31, 2022, the Company used approximately $5.3 million of cash in operating activities. To enable the Company to meet immediate capital requirements until longer term requirements can be met, during the second quarter of 2024, the Company sold convertible notes for the 2024A Convertible Notes Payable offering and during the third quarter the Company sold convertible notes for the 2024B Convertible Note Offering. The Company sold approximately $1.5 million of the 2024A Convertible Note Payable and as of August 15, 2024, the Company sold approximately $0.2 million of the 2024B Convertible Note Payable offerings. 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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 basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for doubtful accounts, (3) the useful lives of property and equipment and capitalized software development costs, (4) income taxes, (5) the valuation of share-based compensation, (6) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options and warrants (7) allowance for expected credit losses, (8) impairment estimates, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of share-based compensation, options and warrants, require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. 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. There were no 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 expected credit losses. Management estimates the allowance for expected credit losses 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 expected credit losses only after all collection attempts have been exhausted. The Company performs ongoing credit evaluation. The allowance for allowance for expected credit losses is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current client information, subsequent collection history and other relevant data. The Company reviews the allowance for expected credit losses on a quarterly basis. For the year ended and December 31, 2022, the Company had no allowance for expected credit losses and no write-offs of accounts receivable. For the year ended December 31, 2023, the Company had an allowance for expected credit losses of $106,959 and no direct write-offs of accounts receivable. Patents Patents and other intellectual property acquired through purchase are recorded at the time of acquisition at cost of the acquisition plus the transaction costs, if material, of the acquired assets. Amortization commences when the Patents are available for its intended use over their useful lives. In accordance with ASC 360 Impairment Accounting for the Impairment or Disposal of Long-Lived Assets, the Company periodically reviews the carrying value of long-lived assets whenever events or changes in circumstances indicate that the historical carrying value of the long-lived assets may have been impaired. Management determined long-lived assets held at December 31, 2023 had not been impaired. 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 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 Certain long-lived assets including capitalized software development costs are also subject to measurement at fair value on a nonrecurring basis if they are deemed to be impaired as a result of an impairment review. For the years ended December 31, 2023 and 2022, no impairments were recorded on those assets. 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 date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for office equipment and software. 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. 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 (“ROU”) assets and related operating lease liabilities on the balance sheet for those leases previously classified as operating leases. The Company adopted this new guidance using the modified retrospective approach. Under ASC 842, lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods and may include options to extend or terminate the lease term, when it is reasonably certain such options will be exercised. 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 asset on its balance sheet. The lease liability represents the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. With respect to operating lease arrangements, the Company accounts for lease components, and non-lease components that are fixed, as a single lease component. Non-lease components that are variable are expensed as incurred in the consolidated statement of operations. The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less (“short-term leases”) on a straight-line basis over the lease term; such short-term leases are not recorded on the balance sheet. Lease expense for the years ended December 31, 2023 and 2022 were $172,540 and $197,245, 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, including cash and cash equivalents, accounts receivables, and accounts payables and accrued expenses have carrying amounts that approximate their fair values due to their short-term nature. 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, 2023, three Media Sellers represented approximately 46%, 14% and 7% respectively of revenue, net. As of December 31, 2023, three Media Buyer represented 34%, 25% and 18% of accounts receivable. As of December 31, 2023, two Media Sellers represented 80% and 10% of accounts payable. 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 61% and 8% of accounts payable. Expected credit loss The Company accounts for expected credit losses in accordance with ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Convertible Debt Convertible debt obligations are accounted for in accordance with ASC480 Distinguishing Liabilities from Equity. 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 issued with the convertible debt 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. 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 process outlined in the Accounting Standards Codification (“ASC”) 606: 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 (self-executing contracts with the terms of the agreement between buyer and seller standardized.) and the Media Buyers and Media Sellers agree on the pricing. 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 compensation, and employee benefit costs, and are primarily attributable to groups which maintains our datacenters, and our client operations group, which is responsible for the integration of new publishers and buyers and providing customer support for existing customers. Operating Expenses Technology and development expenses consist of personnel costs, including salaries, bonuses, share-based compensation, and employee benefits costs, and professional services. These expenses include costs incurred in (i) product development related to the front-end client user interface and back-end systems, ongoing maintenance and operation of the platform, integrations with clients and partners applications. Except to the extent that such costs are associated with software development that qualify for capitalization, which are then recorded as capitalized software development costs; and (ii) infrastructure costs such as AWS or other cloud hosting solutions, software development tools used for the creation and ongoing management and maintenance of the NYIAX platform and service. Selling, general and administrative expenses consist of personnel costs, including salaries, bonuses, share-based compensation, and employee benefits costs, for our employees engaged in sales, business development, executive, finance, legal, and human resources employees. Selling, general and administrative also include expenses related to marketing activities and professional services outside such as legal and accounting services as well as rent expenses. Share-Based Compensation The share-based compensation expense related to stock options and restricted stock awards which are referred to collectively as options and awards granted under the Company’s employee option plans, is measured and recognized in the financial statements based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model. The Company uses the Black-Scholes model to calculate the fair value for all options granted, based on the inputs relevant on the date granted, such as the fair value of our shares, prevailing risk-free interest rate, risk-free interest rate, expected term at issuance, volatility, and dividend rate, etc. The value of the portion of the award is ultimately expected to vest is recognized as expense in the statements of operations on an over the requisite service periods. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. Determining the fair value of stock options awards requires judgement. The Company’s use of the Black-Scholes option pricing model requires the input of subjective assumptions. 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 of being sustained upon examination by the applicable tax authority, based on the technical merits of the tax position, and then recognizing the tax benefit that is more likely-than-not to be realized. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current reporting period. The Company has analyzed its tax positions and has concluded that as of December 31, 2023 and 2022, no uncertain positions are taken or are expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Company’s policy is to record interest expense and penalties pertaining to income taxes in operating expenses. For the years ended December 31, 2023 and 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, more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. The Company has not generated any taxable income and as of December 31, 2023, does not assume it will generate taxable income for the purpose of recognizing a deferred tax asset. The amount of the deferred income tax asset considered realizable, if any, could be reduced in the near term if estimates of future taxable income are reduced. 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 number of shares of common stock outstanding. Diluted net income per share per share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding exclude common stock equivalents because their inclusion would be anti-dilutive. The Company has issued employee incentive options and warrants. These employee incentive options and other warrants are excluded from the calculation as the employee incentive options and warrants are anti-dilutive. As of December 31, 2023 and 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. For the Years Ended 2023 2022 Equity Incentive Plans 2,934,038 3,086,626 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 602,921 1,506,829 Selling Agent and Advisor Warrants 23,538 23,538 Warrants Issued with Common Stock Offerings 932,374 889,500 Warrants Issued with Convertible Notes Offerings 1,133,400 947,150 5,626,271 6,453,643 During 2022, approximately 235,693, warrants issued with convertible notes payable were exercised for proceeds of approximately $1,285,800, respectively. Recently Issued Accounting Pronouncements ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. The Current Expected Credit Losses model (“CECL”), could result in earlier recognition of credit losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective January 1, 2023 and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows. Other ASUs recently issued were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s financial position or results of operations. In August 2020, the FASB issued No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments are effective for fiscal years beginning after December 15, 2023. The Company evaluated any potential impact from ASU 2021-07 and believes it will have no material impact on our financial results OPEN. |
Litigation and Contingencies
Litigation and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Litigation and Contingencies [Abstract] | |
Litigation and Contingencies | Note 3 –Litigation and Contingencies Investor Litigation Complaint Investor Litigation Complaint On November 17, 2023, certain individual investors (the “Investors”) in NYIAX filed a complaint (the “Complaint”) in the United States District Court for the Southern District of New York (the “Court”) against the Company, Robert Ainbinder, Jr., a director of the Company since April 2016 and former chief executive officer from August 2019 until May 2022, Westpark Capital, Inc., and Michael Ainbinder, Robert Ainbinder Jr.’s brother. The complaint alleges, among other allegations, that the defendants, together or in their individual capacity, (i) violated Section 10(b) and Rule 10b-5 of the Exchange Act, (ii) violated Sections 206(1) and 206(2) of the Advisers Act (15 U.S.C. §§ 80b-6(1) and 80b-6(2)), (iii) committed fraud, (iv) committed negligent misrepresentation and omission, (v) breached fiduciary duties, (vi) breached contracts, (vii) breached duties of good faith and fair dealing, and (viii) committed negligence by, among other things, making material misrepresentations of fact related to plaintiffs’ investments in the Company and omitting material facts while soliciting plaintiffs’ investments in the Company. The Investors paid $1,227,500 for 315,240 shares of common stock in various private placement offerings of the Company. $1,050,000 of the purchases were made during 2016, 2017 and 2018 for an aggregate of 277,906 shares of common stock; and $177,500 of the purchases were made during 2020, 2021 and 2022 for an aggregate of 37,334 shares of common stock. The Investors are seeking compensatory damages of $1,277,500, plus punitive damages of treble the compensatory damages, along with interest and attorney’s fees. Additionally, the Company has certain indemnification obligations to WestPark resulting from this litigation and the various engagement letters executed with WestPark, and WestPark has given notice of indemnification to the Company. The Company has concluded that it is not possible to assess the likelihood of a loss at this time. The case underlying the Complaint could impede our ability to raise funds and may have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows. The Company intends to vigorously defend its positions. However, there can be no assurances that the Company’s contentions and affirmative defenses in response to claims will be successful in the Court or in arbitration. 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 provided for Initial Public Offering (“IPO”), Pre-IPO and corporate finance transaction advice and the advisor expressed its intent to enter into an underwriting agreement with the Company to act as the lead underwriter for the proposed IPO on a firm commitment basis. The Engagement Letter terminates 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. On February 14, 2023, the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “SEC”) was declared effective by the SEC. The Company’s financial advisor, representative and lead underwriter for the Offering was Boustead Securities LLC (“Boustead”). Boustead informed the Company of its decision not to price and consequently the Company was unable to complete the initial public offering at such time NYIAX requested the SEC declare the Registration Statement on Form S-1 effective. Upon the SEC approval, NYIAX became a 1934 Securities Act reporting company with all the related responsibilities and costs. During the time the Company was engaged with Boustead with respect to the IPO, the Company raised approximately $10.0 million in private transactions. Based on the formula in the Engagement Letter, the commissions on such amount were approximately $588,000, which has been acknowledged by Boustead and are accrued in our Financial Statements as of December 31, 2023. Additionally, the Company issued Boustead 23,538 warrants to purchase NYIAX common stock at a per share exercise price of $4.00. 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 $1.2 million 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. Boustead may claim 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 $1.2 million if the Company completes an IPO with another underwriter. 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 a capitalization and could negatively affect our financial condition. There can be no assurance that the Company will prevail in any lawsuit it commences against Boustead. 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 is a probability that the Company and Boustead will end up in litigation over claims by Boustead against the Company and claims by the Company against Boustead. Litigation is expensive and time consuming with uncertain outcomes. The Company has concluded that it is not possible to assess the likelihood of a loss at this time. The Company intends to vigorously defend its positions regarding the payment of any commissions to Boustead, however there can be no assurances that the Company’s contentions and affirmative defenses in response to claims by Boustead for any commissions will be successful in the event that the issue of Engagement Letter termination and the entitlement to, and amount of, commissions pursuant to the Engagement Letter are contested by Boustead in a court of law or arbitration or if the matter is otherwise settled by the Company and Boustead. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments [Abstract] | |
Commitments | Note 4 — Commitments 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, Chief Strategy Officer, Chief Evangelist, Vice Chairperson and Director of the Company. 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. 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 and Executive Vice President of Financial Products of the Company, which is a part-time non-exclusive position for twelve months. The Company agreed to pay Mr. Grinbaum a base compensation of $90,000 per year. Nasdaq Licensing Fees The Company and Nasdaq, Inc (“NASDAQ”) have entered into a Joint Intellectual Property and an Information Technology Services Agreement. Nasdaq provides cloud-based marketplace technology to NYIAX, and NYIAX custom software instance of Nasdaq’s technology is a backend infrastructure component of that processes. Pursuant to an IT Services Agreement, as amended in December 2020, commencing April 2022, NYIAX was obligated to compensate NASDAQ an annual license fee of $350,000 (plus certain escalations which are currently $17,500) 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 years ended December 31, 2023 and 2022, the Company recorded approximately $363,000 and $262,500, respectively, of expense related to the annual license fee which were recorded as technology and development costs. For the years ended December 31, 2023 and 2022, the Company recorded approximately $132,400 and $70,000, respectively, of expense related to the revenue sharing which were recorded as cost of sales. |
Shareholder Equity
Shareholder Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholder Equity [Abstract] | |
Shareholder Equity | Note 5 — Shareholder Equity: Authorized and Outstanding Shares As of December 31, 2023 and 2022 the Company had authorized 135,000,000 shares consisting of 125,000,000 shares of common stock and 10,000,000 shares of preferred stock each with a par value of $0.0001. As of December 31, 2023 and 2022, there were 15,611,827 and 12,370,002 common shares outstanding, respectively. Issuance of Shares to Founders In 2016, the Company issued 4,233,696 shares to Founders valued at par value, $0.0001 per share. The shares had various restrictions, primarily service periods and vested either immediately or over three As discussed in Note 13 - Related Parties, Certain shareholder-founders purchased $100,000 in the form of convertible notes in October 2023. These convertible notes payables to certain shareholder-founders of $100,000 plus interest automatically converted to 50,328 common shares in December 2023 at a share price of $4.00 per share. 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 provision pursuant to which no person may sell or transfer any shares acquired or any other shares held by it until 180 days from the date of an initial public offering of the Company. Convertible Notes Payable Conversions to Common Stock On February 7, 2023, the 2022 Convertible Note Payable and 2023A Convertible Note Payable, including an aggregate principal amount of $ 2,670,000 (excluding deferred debt discount and amortization of discount) and accrued payment-in-kind interest of approximately $110,586 converted to 1,441,497 converted to common shares in July 2023 shares of common stock. 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 interest of approximately $5,000 converted to 11,000 shares of common stock. 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 interest of approximately $742,700 converted to 1,583,807 shares of common stock. Issuance of Common Stock for Patents On July 8, 2023, Company completed the purchase of a portfolio of patents and trade secrets from Network Foundation Technologies, LLC (“NIFTY”). The Company issued 2,000,000 shares of its common stock to NIFTY as consideration for the Portfolio. The 2,000,000 shares of common stock of NYIAX have various registration restrictions and provisions for the clawback of shares by the Company in certain events as set forth in the Asset Purchase Agreement. A purchase price of approximately $4 million was recorded as of July 8, 2023 for the Portfolio. Warrant Exercises During 2022, 418,473 warrants issued with convertible notes payable were exercised for proceeds of approximately $1,285,809. Contingent Share Issuances In addition to the common stock equivalents excluded from the Company’s the Company’s calculation of earnings per share the Company has approved the following contingent share issuances: The Company has agreed with a vendor that simultaneous with the time the Company’s common stock becomes publicly traded, the Company will sell to a vendor and the vendor will purchase from the Company 115,468 common shares for a purchase price equal to $461,872 of outstanding accounts payable. If the closing does not occur by April 1, 2025, this contingent share issuance may be terminated by vendor by written notice to the Company. On June 21, 2023, the Board of Directors contingently granted three Director Nominees 525,000 of restricted stock units upon effective upon his appointment as director and upon the first day of trading of the Company’s common stock on the NASDAQ Exchange with the award vesting one-third at grant date and the remainder vesting quarterly over a two-year period. On June 21, 2023, the Board of Directors contingently granted certain employees restricted stock units and options contingent upon the first day of trading of the Company’s common stock on the NASDAQ Exchange. A total of 400,000 contingent restricted stock (200,000 with a 4 year vesting schedule from IPO and 200,000 vesting at IPO) and 200,000 contingent incentive stock options, with a strike price of $4.00 per share, vesting quarterly over 4 years from the IPO date remain outstanding. 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 compensation for the twelve months ended December 31, 2022. There were no performance conditions, in the periods the share-based payment were granted. The Company expensed the awards as share-based compensation as consistent with the Codification of Staff Accounting Bulletins Topic 5: Miscellaneous Accounting, T. Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). 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 $ 1,285,833. 214,693 warrants were exercised resulting from the Company’s reducing the exercise price to $5.50 from $6.50 and 21,000 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. 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 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 Award granted under the 2016 Plan. Shares issued pursuant to the 2016 Plan are exempt from requirements of registration and qualification of such securities. 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 Award granted under the 2017 Plan. Shares issued pursuant to the 2017 Plan are exempt from requirements of registration and qualification of such securities. 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 Award granted under the 2021 Plan. Shares issued pursuant to the 2021 Plan are exempt from requirements of registration and qualification of such securities. Payment of earned Stock-Based Awards shall be as determined by the Board and as evidenced in the award agreement. Subject to the terms of the Plans, the Board, in its sole discretion, may pay earned Stock-Based Awards in the form of cash or in shares of Stock (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Share-Based Awards. 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, 2023 and 2022, the Company recorded share based compensation as follows 2023 — Share-based compensation Share-based compensation related to Equity Plans was allocated as follows: Cost of sales $ 22,743 Technology and development 53,544 Sales, general and administrative 503,715 Total $ 580,002 2022 — Share-based compensation Share-based compensation related to Equity Plans was allocated as follows: Cost of sales $ 62,099 Technology and development 59,734 Sales, general and administrative 2,179,902 Total $ 2,301,735 Of the total share-based compensation for the twelve months ended December 31, 2023 of approximately $580,000 approximately $84,000 related to the issuance of restricted share units and $496,000 related to the issuance of options and warrants. Of the total share-based compensation for the twelve months ended December 31, 2022 of approximately $2.3 million, approximately $607,000 related to the issuance of restricted share units, approximately $200,000 related to principal stockholder share-based payment award, and the remainder, $1,494,000 related to the issuance of options and warrants. The fair value of options on the date of grant was estimated based on the Black-Scholes option pricing model. The weighted average assumptions used to value options granted to employees and warrants to contractors for the twelve-month period ending December 31, 2022, was as follows: 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 No options or warrants were issued in 2023. The following table summarizes common stock option and warrant award activity: Options Weighted Remaining Aggregate Balance, January 1, 2022 3,116,626 $ 4.44 7.0 0 Granted 517,500 Exercised (6,060 ) (Forfeiture) (555,000 ) Balance, December 31, 2022 3,073,066 $ 5.22 6.0 0 Exercisable, December 31, 2022 2,711,448 $ 3.40 7.1 0 Balance, January 1, 2023 3,073,066 $ 5.22 6.0 0 Granted Exercised (Forfeiture) (139,028 ) Balance, December 31, 2023 2,934,038 $ 3.46 5.1 0 Exercisable, December 31, 2023 2,810,820 $ 5.25 2.9 0 As of December 31, 2023, there were 123,218 unvested options to purchase shares of the Company’s common stock and approximately $324,000 of unrecognized share-based compensation expense that the Company expected to recognize over the next twelve months. 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 compensation expense that the Company expected to recognize over the next twelve months. 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 option pricing model. The weighted average assumptions used to value the investor warrants for the periods presented were as follows: Risk-free Interest rate 1.64% Expected Term at Issuance 6.4 – 8.2 years Volatility 69.2% Dividend Rate 0 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 6 — Convertible Notes Payable 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 price 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. $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 formula, were allocated to the convertible note payable debt discount. The inputs for the Black-Scholes formula, were as follows: ● 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% 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. The gain on debt modification of $208,811 was recognized for the year ending December 31, 2022. The gain is being amortized over the life of the debt. 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 formula. The inputs for the Black-Scholes formula, were as follows: ● 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% 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 2022 Convertible Note Payable as of December 31, 2023 $ 0 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 $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 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. 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 were recorded as deferred debt discount of $16,000 and amortized over the term of the convertible note using the effective interest method. The outstanding principal balance of the 2023A Convertible Notes and all accrued interest automatically converted into 100,933 shares of 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. 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 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 in the Company’s common stock valued at two dollars ($2.00) per share. Concurrently with the issuance of the 2023B Convertible Notes Payable, the company issued warrants (the “Warrants”) The Warrants were issued at a rate of one half warrant issued for every $10 of notes purchased with an exercise price of four dollars ($4.00) and one half warrant issued for every $10 of notes purchased with an exercise price of two dollars ($2.00). Each Warrant shall be exercisable for a period of five (5) years. $1,970,000 of 2023B Convertible Note Payable were sold and the note offering was closed. 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 warrants and beneficial conversion option was recorded as the convertible note payable debt discount. The inputs for the Black-Scholes formula, were as follows: ● Term — 12 months ● Risk-free Interest Rate — 4.59% – 5.25% ● Dividend Rate 0 ● Volatility 75.2% – 78.7% The following table illustrates the value of the 2023B convertible note payable as of December 31, 2023: 2023B 2023B Convertible Note Payable at Issuance $ 1,970,000 (Deferred Debt Discount) (704,975 ) $ 1,265,025 Amortization of debt discount for period ending December 31, 2023 704,975 Balance December 31, 2023 $ 1,970,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [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, 2023 and 2022, 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, 2023 and 2022 is as follows: 2023 2022 Net Loss for the Year $ (8,724,863 ) $ (11,114,179 ) Statutory federal income tax rate 21 % 21 % Tax benefit using statutory federal income tax rate $ (1,832,221 ) $ (2,333,978 ) State and local taxes, net of federal benefit (171,007 ) (965,370 ) Non-deductible expenses, net of federal income tax rate 203,955 328,290 Share-based compensation 101,237 430,501 Change in valuation allowance (2,640,167 ) 2,685,199 Start Up Costs - (146,490 ) Other, net 4,338,204 1,848 Income tax expense (benefit) $ - $ - Effective income tax rate 0 % 0 % At December 31, 2023, the Company has available Federal net operating loss carryforwards (“NOLs”), of approximately $32.1 million (of which approximately $8,450,000 was generated in 2023) to reduce future taxable income which do not expire but are limited to 80% of taxable income and New York NOLs of $ 24.9 million of which approximately $6,170,000 expires in 2040, $8,870,000 expires in 2041, $8,610,000 expires in 2042 and $1.2 million expires in 2043. Additionally, the Company had California NOLs of approximately $5.5 million for 2023. The Company evaluates the need for a valuation allowance at each report date. Management has determined that it is not more likely than not that the deferred tax assets will be realized. A full valuation allowance is provided against the deferred tax assets at December 31, 2023 and 2022. Deferred tax asset at December 31, 2023 and 2022 consists of the following: 2023 2022 Deferred tax asset Start-up costs $ 3,221,000 $ 5,042,480 Stock based compensation 2,009,000 2,738,028 Section 174 Costs 148,000 101,398 Net Operating Loss 7,212,000 7,377,234 Other (44,000 ) (81,973 ) $ 12,546,000 $ 15,177,167 Valuation allowance $ (12,546,000 ) $ (15,177,167 ) Net deferred taxes $ - $ - |
Purchase of Intellectual Proper
Purchase of Intellectual Property Portfolio | 12 Months Ended |
Dec. 31, 2023 | |
Purchase of Intellectual Property Portfolio [Abstract] | |
Purchase of Intellectual Property Portfolio | Note 8— Purchase of Intellectual Property Portfolio On July 8, 2023, Company completed the purchase of a portfolio of patents and trade secrets (the “Portfolio”) from Network Foundation Technologies, LLC (“NIFTY”). The Company issued 2,000,000 shares of its common stock to NIFTY as consideration for the Portfolio. The 2,000,000 shares of common stock of NYIAX have various registration restrictions and provisions for the clawback of shares by the Company in certain events as set forth in the Asset Purchase Agreement. In 2007, a NYIAX director, Thomas F. O’Neill., and a NYIAX officer, Mark Grinbaum, Co-Founder and Executive Vice President of Financial Products, purchased approximately 0.17% (acquired for $50,000) and 0.35% (acquired for $ 100,00 The Portfolio consists of a portfolio of eighteen (18) patents and trade secrets, of which six of the patents are active. The Company will amortize the active patents over their useful lives. The Company will use the Portfolio to enhance its offerings for the buying and selling of media, advertising audience, and advertising inventory. Additionally, the Company will use the Portfolio acquired from NIFTY to create new revenue streams in markets such as: (i) market data, (ii) streaming media (advertising, livestreaming and video-on-demand), and (iii) the webinar market. NYIAX engaged an intellectual property valuation company to assess the potential opportunities of the patents and trade secrets prior to our acquisition of the patents and trade secrets. The Company has concluded that the purchase of this intellectual property portfolio is an acquisition of an asset group in accordance with ASC 805-10-55 and the Company utilized a $2.00 share valuation as it was consistent with the Company’s latest convertible notes offering, the 2023B Convertible Notes Offering. A purchase price of approximately $4 million was recorded as of July 8, 2023 for the Portfolio. The amortized cost as of December 31, 2023 was as follows: Portfolio Cost $ 4,000,000 Accumulated amortization as of December 31, 2023 (595,042 ) $ 3,404,958 The Company will record amortization expense of the Portfolio as follows: For the year ending December 31, 2024 $ 1,190,083 For the year ending December 31, 2025 958,678 For the year ending December 31, 2026 517,906 For the year ending December 31, 2027 341,598 For the year ending December 31, 2028 264,463 Thereafter 132,230 Total $ 3,404,958 |
Capitalized Software Developmen
Capitalized Software Development Costs | 12 Months Ended |
Dec. 31, 2023 | |
Capitalized Software Development Costs [Abstract] | |
Capitalized Software Development Costs | Note 9 — Capitalized Software Development Costs - Capitalized software development costs, net of amortization as of December 31, 2023 and 2022 was $196,572 and $393,157, respectively. The Company had gross capitalized software development costs of $982,891 as of December 31, 2023 and 2022. The Company commenced amortizing the capitalized software development costs in January 2020. For the years ended December 31, 2023 and 2022, 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 Assets, the Company periodically reviews the carrying value of long-lived assets whenever events or changes in circumstances indicate that the historical carrying value of the long-lived assets may have been impaired. Management determined long-lived assets held at December 31, 2023 had not been impaired. |
Deferred Offering Cost Write-Of
Deferred Offering Cost Write-Off | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Offering Cost Write-Off [Abstract] | |
Deferred Offering Cost Write-off | Note 10 - Deferred Offering Cost Write-off It is the Company’s policy to defer the recognition of deferred offering costs Pursuant to the Codification of Staff Accounting Bulletins, Topic 5: Miscellaneous Accounting A. Expenses of Offering. As of December 31, 2022, $848,531 of deferred offering costs were recorded on the balance sheet. On February 14, 2023, the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission was declared effective by the SEC. 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. In accordance with the Codification of Staff Accounting Bulletins / Topic 5: Miscellaneous Accounting, the Company has written off these costs, $848,531, during the three-month period ended March 31, 2023. And, for the three-month period ended September 30, 2023, the Company recorded $177,481 of deferred offering costs which were written off during the three-month period ended September 30, 2023 as a result of Spartan Capital Securities, LLC’s decision not to continue as lead underwriter on October 6, 2023 (the Company engaged Spartan Capital Securities, LLC, as lead underwriter, deal manager and investment banker for the Offering on April 12, 2023). |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
Operating Leases | Note 11 — Operating Leases 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 for office space at 180 Maiden Lane, New York, NY 10005 that commenced on November 1, 2021, expires September 29, 2025, and on April 16, 2024 the lease was terminated early. Base rent is $14,814 per month, rent escalation is 2% per annum commencing on the first anniversary of lease commencement and there is a rent concession of three months following the Company’s possession of space. On the commencement date, the Company recorded a right-of-use asset and lease liability in the amount of $563,713. Balance sheet information related to our leases is presented below: Operating leases: Balance Sheet Location December 31, 2023 December 31, 2022 November 1, Right-of-use assets Operating lease right-of-use asset $ 244,451 $ 395,470 $ 563,713 Operating lease liability, current Current portion of operating lease obligations $ 175,585 $ 162,503 $ 106,810 Operating lease liability, long-term Operating lease obligations, net of current maturities $ 92,800 $ 268,385 $ 456,903 December 31, 2023 Weighted-average discount rate – operating lease 5.6 % Weighted-average remaining lease term – operating lease (in months) 18 As of December 31, 2023, the expected annual minimum lease payments of our operating lease liabilities: For Years Ending December 31, Operating 2024 $ 186,177 2025 94,320 Total future minimum lease payments, undiscounted $ 280,497 Less: Imputed interest for leases in excess of one year 12,112 Present value of future minimum lease payments $ 268,385 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions - Payables to Shareholder-Founders At December 31, 2023 certain shareholder-founders loaned the Company $264,000. ● $100,500 debt for reimbursement of certain expenses from 2016. On October 30, 2023, the Company entered into an agreement with shareholder-founders whereby the debt converts to 25,124 shares immediately upon pricing of the Company’s public offering. ● $163,500 in the form of convertible notes from November 27, 2023 through December 11, 2023. These convertible notes payables to certain shareholder-founders of $163,500 plus interest automatically convert to common shares upon the completion of a financing event or within two (2) months from the date of the convertible notes at a share price of $4.00 per share. In October 2023, certain shareholder-founders purchased $100,000 in the form of convertible notes. These convertible notes payables to certain shareholder-founders of $100,000 plus interest automatically converted to 50,328 common shares in December 2023 at a share price of $4.00 per share. At December 31, 2022 the Company had a payable to certain shareholder-founders in aggregate amount of $100,500 for reimbursement of certain expenses from 2016. 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 of a private investment fund, GoldStreet Holdings Limited Partnership (“GoldStreet”). For the year ended December 31, 2022, the Company recorded $10,000 of general and administrative expenses related to GoldStreet for office space. The Company did not record any related party expenses related to GoldStreet for the twelve-month period ended December 31, 2023. Forfeiture of Deferred Compensation During 2023, in connection with the closing of the Company’s IPO, certain NYIAX founders, owners, officers and employees agreed to defer $1,229,915 of compensation amounts, including payroll taxes, owed by NYIAX. During 2023, certain NYIAX founders, owners, officers and employees agreed to forfeit $769,839 of deferred compensation amounts, including payroll taxes, owed by NYIAX. The deferred compensation arose from a salary deferral program where each founder agreed to defer a portion of their contractual salary or contractor fees. This forfeiture represents a permanent waiver of rights to this deferred compensation. This event was recorded as a contra-expense to selling, general and administrative expenses and a debit to accrued compensation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — 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 August 15, 2024 in accordance with FASB ASC Topic 855, “Subsequent Events.” Based 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 2024A Convertible Note Payable As of August 15, 2024, the Company has closed on approximately $1.3 million in the 2024A Convertible Note Payable offering. The Offering consists of two-year convertible notes (the “Notes”) with 10% interest payment-in-kind in Company common stock at two ($2.00) dollars, which shall be paid at maturity or upon conversion. Additionally, the Company issued with the Notes, warrant coverage at the rate of one hundred (100%) percent of the dollar value of the Note at two ($2.00) dollars per share as the strike price of the Warrants. The Warrants are for a period of five (5) years. Upon completion of a subsequent financing where the Company raises cumulative gross proceeds of at least $1,500,000 (the “Financing Event”) the outstanding principal balance of the Notes and all accrued interest shall automatically convert into such securities under the same terms and conditions as those securities purchased in Financing Event. The conversion price of the securities will be the price per share equal to the following: the lower of (i) eighty-five (85%) percent of the price paid by purchasers of securities in such Financing Event or (ii) two ($2.00) dollars, but in no event less than one dollar and fifty cents ($1.50) per share. If a Financing Event shall not occur two (2) years from the final Closing of the Offering, the outstanding principal balance of the Note and the accrued interest shall convert into the Company’s common stock at two ($2.00) dollars per share. 2024B Convertible Note Payable As of August 15, 2024, the Company has closed on approximately $0.2 million in the 2024B Convertible Note Payable offering. The Offering consists of two-year convertible notes with 10% interest payment-in-kind in Company common stock at two ($2.00) dollars, which shall be paid at maturity or upon conversion. Additionally, the Company issued with the Notes, warrant coverage at the rate of one hundred (100%) percent of the dollar value of the Note at two ($2.00) dollars per share as the strike price of the Warrants. The Warrants are for a period of five (5) years. Upon completion of a subsequent financing where the Company raises cumulative gross proceeds of at least $1,500,000 (the “Financing Event”) the outstanding principal balance of the Notes and all accrued interest shall automatically convert into such securities under the same terms and conditions as those securities purchased in Financing Event. The conversion price of the securities will be the price per share equal to the following: the lower of (i) eighty-five (85%) percent of the price paid by purchasers of securities in such Financing Event or (ii) two ($2.00) dollars, but in no event less than one dollar and fifty cents ($1.50) per share. If a Financing Event shall not occur two (2) years from the final Closing of the Offering, the outstanding principal balance of the Note and the accrued interest shall convert into the Company’s common stock at two ($2.00) dollars per share. Executive Employment Appointments Appointment of Chief Executive Officer On January 19, 2024, the Company’s Board of Directors appointed Teresa Gallo as the Chief Executive Officer (the “CEO”) of the Company and joined the Board of Directors on May 1, 2024. In connection with Ms. Gallo’s appointment as CEO, the position of Interim Chief Executive Officer was eliminated. Ms. Gallo’s primary tasks as CEO will include the development and implementation of the Company’s long-term strategic plan for its digital advertising exchange platform. On January 19, 2024, the Company entered into an employment agreement with Ms. Gallo (the “Agreement”). The term of the Agreement commenced on January 19, 2024 and continues for two (2) years unless terminated earlier pursuant to the terms of the Agreement, and thereafter will be automatically renewed for successive one (1) year periods, unless terminated earlier pursuant to the terms of the Agreement or unless either party provides written notice of its intention not to extend the term of the Agreement at least 30 days prior to the Initial Term. Under the Agreement, Ms. Gallo will receive an annual base salary of $400,000 plus healthcare and other benefits including, but not limited to, life insurance coverage, expense allowances and indemnification. Ms. Gallo was granted restricted stock units with a grant date cash equivalent value of $100,000, vesting 50% after six (6) months on July 19, 2024, and the remaining 50% vesting after one year on January 19, 2025. Also, upon public offering of the NYIAX shares, Ms. Gallo has also received a contingent equity grants of 200,000 incentive stock options at $4.00 per share and 200,000 RSUs, both with a 4-year quarterly vesting schedule. In the event the Company terminates the Agreement without cause or does not renew the Agreement or Ms. Gallo terminates the Agreement for good reason, Ms. Gallo will be entitled to receive, among other severance benefits, cash payments equal to twelve (12) months base salary, continued health and medical benefits, and accelerated vesting of unvested stock equity pursuant to terms of the Agreement. In the event of termination for cause by the Company, Ms. Gallo unearned salary, benefits and unvested stock equity grants terminate. Appointment of Director of Development for Special Projects On May 4, 2024, the Company appointed and entered into an employment agreement with Robert Ainbinder Jr. as the Director of Development for Special Projects of the Company. Mr. Ainbinder’s primary tasks as Director of Development for Special Projects include creating a successful Capital Attainment Program, working with the CEO and management to designate, identify and create new business lines for the Company, and other duties as mutually agreed to between the Mr. Ainbinder and the CEO. Mr. Ainbinder is also a Board member. On May 4, 2024, the Company entered into an employment agreement with Mr. Ainbinder (the “Agreement”). The term of the Agreement commenced on May 4, 2024 and continues for a period of one (1) year or until otherwise terminated in accordance with the provisions of the Agreement. This Agreement shall automatically renew for successive four (4) month terms unless earlier terminated Under the Agreement. Mr. Ainbinder will receive an annual base salary of $225,000 plus healthcare and other benefits. During the term, in addition to the base salary, Mr. Ainbinder will be eligible for a discretionary bonus of up to 20% of base salary which may be in cash, equity compensation, or base salary increases. Forfeiture of Deferred Compensation As of June 30, 2024, certain NYIAX founders, owners, officers and employees agreed to forfeit $308,083 of deferred compensation amounts, including payroll taxes, owed by NYIAX. The deferred compensation arose from a salary deferral program where each founder agreed to defer a portion of their contractual salary or contractor fees. This forfeiture represents a permanent waiver of rights to this deferred compensation. This event was recorded as a contra-expense to selling, general and administrative expenses and a debit to accrued compensation. Payables to Shareholder-Founders and Conversion to Common Shares During January 2024 the Company sold $150,000 of convertible notes to certain shareholder-founders. The convertible notes payable, plus interest at 4%, automatically converted to 32,462 common shares during the three-month period ending March 31, 2024 at a share price of $4.00 per share. From November 27, 2023 through December 11, 2023 the Company sold $163,500 of convertible notes to certain shareholder-founders. These convertible notes payables to certain shareholder-founders of $163,500 plus interest automatically converted to 41,145 common shares during the three-month period ending March 31, 2024 at a share price of $4.00 per share. During the three-month period ended March 31, 2024 certain shareholder-founders purchased $21,000 of these convertible notes payable. These notes plus interest automatically converted to common shares upon two (2) months from the date of the convertible notes at a share price of $4.00 per share. On February 8, 2024, certain shareholder-founders advanced the Company $48,000. The advance, plus interest at 4% per annum was repaid on April 10, 2024. Lease Termination Effective April 16, 2024, the Company’s operating sub-lease for office space at 180 Maiden Lane, New York, NY 10005 that commenced on November 1, 2021 was terminated. The Company does not anticipate a material charge from the termination. Withdrawn Public Offering On February 12, 2024 the Registration Statement on Form S-1 filed by the “Company with the Securities and Exchange Commission (the “SEC”) was declared effective by the SEC. The Company planned to offer 2,106,250 shares of common stock (or 2,422,188 shares of common stock if the underwriters exercised their over-allotment option in full) at a price of $4.00 per share, for an aggregate offering of $8,425,000 (the “Offering”). The Company’s financial advisor, representative and lead underwriter for the Offering was WestPark Capital, Inc. (“WestPark”). WestPark informed the Company of its decision not to proceed with pricing of the Company’s Offering on March 5, 2024. Appointment and Resignation of Directors On May 1, 2024, the Board of Directors (the “Board”) of the Company appointed Teresa Gallo, the Company’s CEO, independent Directors Bruce Cooperman, Michael Garone and Paul Richardson as Directors of the Company. As of the date hereto, the independent Directors have not been granted equity compensation for their services. On April 30, 2024, Thomas F. O’Neill, the Chairman of the Board of Directors of the Company advised the Board of the Company that he was resigning as Chairman of Board effective April 30, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (8,724,863) | $ (11,114,179) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Financial Statements | 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 basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for doubtful accounts, (3) the useful lives of property and equipment and capitalized software development costs, (4) income taxes, (5) the valuation of share-based compensation, (6) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options and warrants (7) allowance for expected credit losses, (8) impairment estimates, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of share-based compensation, options and warrants, require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. |
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. There were no |
Accounts Receivable, Net | 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 expected credit losses. Management estimates the allowance for expected credit losses 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 expected credit losses only after all collection attempts have been exhausted. The Company performs ongoing credit evaluation. The allowance for allowance for expected credit losses is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current client information, subsequent collection history and other relevant data. The Company reviews the allowance for expected credit losses on a quarterly basis. For the year ended and December 31, 2022, the Company had no allowance for expected credit losses and no write-offs of accounts receivable. For the year ended December 31, 2023, the Company had an allowance for expected credit losses of $106,959 and no direct write-offs of accounts receivable. |
Patents | Patents Patents and other intellectual property acquired through purchase are recorded at the time of acquisition at cost of the acquisition plus the transaction costs, if material, of the acquired assets. Amortization commences when the Patents are available for its intended use over their useful lives. In accordance with ASC 360 Impairment Accounting for the Impairment or Disposal of Long-Lived Assets, the Company periodically reviews the carrying value of long-lived assets whenever events or changes in circumstances indicate that the historical carrying value of the long-lived assets may have been impaired. Management determined long-lived assets held at December 31, 2023 had not been impaired. |
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 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 Certain long-lived assets including capitalized software development costs are also subject to measurement at fair value on a nonrecurring basis if they are deemed to be impaired as a result of an impairment review. For the years ended December 31, 2023 and 2022, no impairments were recorded on those assets. |
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 date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for office equipment and software. 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. |
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 (“ROU”) assets and related operating lease liabilities on the balance sheet for those leases previously classified as operating leases. The Company adopted this new guidance using the modified retrospective approach. Under ASC 842, lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods and may include options to extend or terminate the lease term, when it is reasonably certain such options will be exercised. 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 asset on its balance sheet. The lease liability represents the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. With respect to operating lease arrangements, the Company accounts for lease components, and non-lease components that are fixed, as a single lease component. Non-lease components that are variable are expensed as incurred in the consolidated statement of operations. The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less (“short-term leases”) on a straight-line basis over the lease term; such short-term leases are not recorded on the balance sheet. Lease expense for the years ended December 31, 2023 and 2022 were $172,540 and $197,245, respectively. |
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 Company’s financial instruments, including cash and cash equivalents, accounts receivables, and accounts payables and accrued expenses have carrying amounts that approximate their fair values due to their short-term nature. |
Concentrations of Risk | 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, 2023, three Media Sellers represented approximately 46%, 14% and 7% respectively of revenue, net. As of December 31, 2023, three Media Buyer represented 34%, 25% and 18% of accounts receivable. As of December 31, 2023, two Media Sellers represented 80% and 10% of accounts payable. 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 61% and 8% of accounts payable. |
Expected credit loss | Expected credit loss |
Convertible Debt | Convertible Debt Convertible debt obligations are accounted for in accordance with ASC480 Distinguishing Liabilities from Equity. 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 issued with the convertible debt 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. |
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. |
Deferred Offering Costs | 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 | 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 process outlined in the Accounting Standards Codification (“ASC”) 606: 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 (self-executing contracts with the terms of the agreement between buyer and seller standardized.) and the Media Buyers and Media Sellers agree on the pricing. 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 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 compensation, and employee benefit costs, and are primarily attributable to groups which maintains our datacenters, and our client operations group, which is responsible for the integration of new publishers and buyers and providing customer support for existing customers. |
Operating Expenses | Operating Expenses Technology and development expenses consist of personnel costs, including salaries, bonuses, share-based compensation, and employee benefits costs, and professional services. These expenses include costs incurred in (i) product development related to the front-end client user interface and back-end systems, ongoing maintenance and operation of the platform, integrations with clients and partners applications. Except to the extent that such costs are associated with software development that qualify for capitalization, which are then recorded as capitalized software development costs; and (ii) infrastructure costs such as AWS or other cloud hosting solutions, software development tools used for the creation and ongoing management and maintenance of the NYIAX platform and service. |
Share-Based Compensation | Share-Based Compensation The share-based compensation expense related to stock options and restricted stock awards which are referred to collectively as options and awards granted under the Company’s employee option plans, is measured and recognized in the financial statements based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model. The Company uses the Black-Scholes model to calculate the fair value for all options granted, based on the inputs relevant on the date granted, such as the fair value of our shares, prevailing risk-free interest rate, risk-free interest rate, expected term at issuance, volatility, and dividend rate, etc. The value of the portion of the award is ultimately expected to vest is recognized as expense in the statements of operations on an over the requisite service periods. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. Determining the fair value of stock options awards requires judgement. The Company’s use of the Black-Scholes option pricing model requires the input of subjective assumptions. |
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 of being sustained upon examination by the applicable tax authority, based on the technical merits of the tax position, and then recognizing the tax benefit that is more likely-than-not to be realized. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current reporting period. The Company has analyzed its tax positions and has concluded that as of December 31, 2023 and 2022, no uncertain positions are taken or are expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Company’s policy is to record interest expense and penalties pertaining to income taxes in operating expenses. For the years ended December 31, 2023 and 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, more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. The Company has not generated any taxable income and as of December 31, 2023, does not assume it will generate taxable income for the purpose of recognizing a deferred tax asset. The amount of the deferred income tax asset considered realizable, if any, could be reduced in the near term if estimates of future taxable income are reduced. |
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 number of shares of common stock outstanding. Diluted net income per share per share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding exclude common stock equivalents because their inclusion would be anti-dilutive. The Company has issued employee incentive options and warrants. These employee incentive options and other warrants are excluded from the calculation as the employee incentive options and warrants are anti-dilutive. As of December 31, 2023 and 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. For the Years Ended 2023 2022 Equity Incentive Plans 2,934,038 3,086,626 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 602,921 1,506,829 Selling Agent and Advisor Warrants 23,538 23,538 Warrants Issued with Common Stock Offerings 932,374 889,500 Warrants Issued with Convertible Notes Offerings 1,133,400 947,150 5,626,271 6,453,643 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. The Current Expected Credit Losses model (“CECL”), could result in earlier recognition of credit losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective January 1, 2023 and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows. Other ASUs recently issued were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s financial position or results of operations. In August 2020, the FASB issued No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments are effective for fiscal years beginning after December 15, 2023. The Company evaluated any potential impact from ASU 2021-07 and believes it will have no material impact on our financial results OPEN. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Common Stock Equivalents | As of December 31, 2023 and 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. For the Years Ended 2023 2022 Equity Incentive Plans 2,934,038 3,086,626 Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest 602,921 1,506,829 Selling Agent and Advisor Warrants 23,538 23,538 Warrants Issued with Common Stock Offerings 932,374 889,500 Warrants Issued with Convertible Notes Offerings 1,133,400 947,150 5,626,271 6,453,643 |
Shareholder Equity (Tables)
Shareholder Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholder Equity [Abstract] | |
Schedule of Equity Incentive Plans | 13,744,376 options have been authorized under the Equity Incentive Plans as follows: Options 2016 Plan 1,139,544 2017 Plan 604,832 2021 Plan 12,000,000 13,744,376 |
Schedule of Common Stock Option Award Activity | Share-based compensation related to Equity Plans was allocated as follows: Cost of sales $ 22,743 Technology and development 53,544 Sales, general and administrative 503,715 Total $ 580,002 Cost of sales $ 62,099 Technology and development 59,734 Sales, general and administrative 2,179,902 Total $ 2,301,735 |
Schedule of Weighted Average Assumptions used to Value Options Granted to Employees and Warrants to Contractors | The weighted average assumptions used to value options granted to employees and warrants to contractors for the twelve-month period ending December 31, 2022, was as follows: 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 |
Schedule of Common Stock Option and Warrant Award | The following table summarizes common stock option and warrant award activity: Options Weighted Remaining Aggregate Balance, January 1, 2022 3,116,626 $ 4.44 7.0 0 Granted 517,500 Exercised (6,060 ) (Forfeiture) (555,000 ) Balance, December 31, 2022 3,073,066 $ 5.22 6.0 0 Exercisable, December 31, 2022 2,711,448 $ 3.40 7.1 0 Balance, January 1, 2023 3,073,066 $ 5.22 6.0 0 Granted Exercised (Forfeiture) (139,028 ) Balance, December 31, 2023 2,934,038 $ 3.46 5.1 0 Exercisable, December 31, 2023 2,810,820 $ 5.25 2.9 0 |
Schedule of Weighted Average Assumptions used to Value Options Granted to Employees and Warrants to Contractors | The weighted average assumptions used to value the investor warrants for the periods presented were as follows: Risk-free Interest rate 1.64% Expected Term at Issuance 6.4 – 8.2 years Volatility 69.2% Dividend Rate 0 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Note Payable | 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 2022 Convertible Note Payable as of December 31, 2023 $ 0 2023B 2023B Convertible Note Payable at Issuance $ 1,970,000 (Deferred Debt Discount) (704,975 ) $ 1,265,025 Amortization of debt discount for period ending December 31, 2023 704,975 Balance December 31, 2023 $ 1,970,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Statutory Federal Income Tax Rate | 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, 2023 and 2022 is as follows: 2023 2022 Net Loss for the Year $ (8,724,863 ) $ (11,114,179 ) Statutory federal income tax rate 21 % 21 % Tax benefit using statutory federal income tax rate $ (1,832,221 ) $ (2,333,978 ) State and local taxes, net of federal benefit (171,007 ) (965,370 ) Non-deductible expenses, net of federal income tax rate 203,955 328,290 Share-based compensation 101,237 430,501 Change in valuation allowance (2,640,167 ) 2,685,199 Start Up Costs - (146,490 ) Other, net 4,338,204 1,848 Income tax expense (benefit) $ - $ - Effective income tax rate 0 % 0 % |
Schedule of Deferred Tax Asset | Deferred tax asset at December 31, 2023 and 2022 consists of the following: 2023 2022 Deferred tax asset Start-up costs $ 3,221,000 $ 5,042,480 Stock based compensation 2,009,000 2,738,028 Section 174 Costs 148,000 101,398 Net Operating Loss 7,212,000 7,377,234 Other (44,000 ) (81,973 ) $ 12,546,000 $ 15,177,167 Valuation allowance $ (12,546,000 ) $ (15,177,167 ) Net deferred taxes $ - $ - |
Purchase of Intellectual Prop_2
Purchase of Intellectual Property Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Purchase of Intellectual Property Portfolio [Abstract] | |
Schedule of Amortized Cost | The amortized cost as of December 31, 2023 was as follows: Portfolio Cost $ 4,000,000 Accumulated amortization as of December 31, 2023 (595,042 ) $ 3,404,958 |
Schedule of Amortization Expense of the Portfolio | The Company will record amortization expense of the Portfolio as follows: For the year ending December 31, 2024 $ 1,190,083 For the year ending December 31, 2025 958,678 For the year ending December 31, 2026 517,906 For the year ending December 31, 2027 341,598 For the year ending December 31, 2028 264,463 Thereafter 132,230 Total $ 3,404,958 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Our Leases | Balance sheet information related to our leases is presented below: Operating leases: Balance Sheet Location December 31, 2023 December 31, 2022 November 1, Right-of-use assets Operating lease right-of-use asset $ 244,451 $ 395,470 $ 563,713 Operating lease liability, current Current portion of operating lease obligations $ 175,585 $ 162,503 $ 106,810 Operating lease liability, long-term Operating lease obligations, net of current maturities $ 92,800 $ 268,385 $ 456,903 December 31, 2023 Weighted-average discount rate – operating lease 5.6 % Weighted-average remaining lease term – operating lease (in months) 18 |
Schedule of Minimum Lease Payments of Operating Lease Liabilities | As of December 31, 2023, the expected annual minimum lease payments of our operating lease liabilities: For Years Ending December 31, Operating 2024 $ 186,177 2025 94,320 Total future minimum lease payments, undiscounted $ 280,497 Less: Imputed interest for leases in excess of one year 12,112 Present value of future minimum lease payments $ 268,385 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 12 Months Ended | |||||
Aug. 05, 2024 | Dec. 31, 2023 | Aug. 07, 2024 | Dec. 11, 2023 | Oct. 31, 2023 | Dec. 31, 2022 | |
Organization and Nature of Business [Line Items] | ||||||
Entity Incorporation, Date of Incorporation | Jul. 12, 2012 | |||||
Cash flows from operations | $ (3,300,000) | |||||
Total current assets | 322,602 | $ 2,856,868 | ||||
Cash | 55,000 | |||||
Total current liabilities | 7,883,446 | $ 7,430,897 | ||||
Convertible notes payable | 2,400,000 | |||||
Operations lost | (8,700,000) | |||||
Other Noncash Expense | 2,700,000 | |||||
Cash in operating activities | $ 5,300,000 | |||||
Convertible note payable | $ 163,500 | $ 100,000 | ||||
Forecast [Member] | ||||||
Organization and Nature of Business [Line Items] | ||||||
Proceeds from Convertible Debt | $ 1,500,000 | |||||
Convertible note payable | $ 200,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Cash equivalents (in Dollars) | ||
Allowance for doubtful accounts (in Dollars) | 106,959 | |
Lease expense (in Dollars) | $ 172,540 | 197,245 |
Proceeds from warrant (in Dollars) | $ 1,285,800 | |
Warrant [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Issuance of exercised warrant (in Shares) | 235,693 | |
Minimum [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Office equipment and software | 3 years | |
Maximum [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Office equipment and software | 5 years | |
Capitalized Software Development [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Estimated useful life | 5 years | |
One Media Sellers [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 61% | |
Two Media Sellers [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 8% | |
One Media Sellers [Member] | Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 46% | 51% |
One Media Sellers [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 80% | |
Two Media Sellers [Member] | Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 14% | 12% |
Two Media Sellers [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 10% | |
Three Media Sellers [Member] | Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 7% | |
One Media Buyer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 34% | 67% |
Two Media Buyer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 25% | 20% |
Three Media Buyer [[Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 18% | |
Three Media Sellers [Member] | Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk percentage | 10% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Equivalents - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect on anti-dilutive | 5,626,271 | 6,453,643 |
Selling Agent and Advisor Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect on anti-dilutive | 23,538 | 23,538 |
Warrants Issued with Common Stock Offerings [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect on anti-dilutive | 932,374 | 889,500 |
Warrants Issued with Convertible Notes Offerings [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect on anti-dilutive | 1,133,400 | 947,150 |
Common Stock Issuable Upon Conversion of Convertible Notes, including PIK Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect on anti-dilutive | 602,921 | 1,506,829 |
Equity Incentive Plans [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect on anti-dilutive | 2,934,038 | 3,086,626 |
Litigation and Contingencies (D
Litigation and Contingencies (Details) - USD ($) | 12 Months Ended | |||||||
Apr. 07, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Litigation and Contingencies [Line Items] | ||||||||
Aggregate purchases | $ 177,500 | $ 177,500 | $ 177,500 | $ 1,050,000 | $ 1,050,000 | $ 1,050,000 | ||
Shares purchased (in Shares) | 37,334 | |||||||
Compensatory damages | $ 1,277,500 | |||||||
Private transaction amount | 10,000,000 | |||||||
Commissions amount | $ 588,000 | |||||||
Exercise price per shares (in Dollars per share) | $ 5.5 | |||||||
Underwriter commission | $ 1,000,000 | |||||||
Reduced fees | $ 1,000,000 | |||||||
Investor [Member] | ||||||||
Litigation and Contingencies [Line Items] | ||||||||
Payment from investors | $ 1,227,500 | |||||||
Boustead Securities LLC [Member] | ||||||||
Litigation and Contingencies [Line Items] | ||||||||
Warrants to purchase (in Shares) | 23,538 | |||||||
Exercise price per shares (in Dollars per share) | $ 4 | |||||||
Reduced fees | $ 1,200,000 | |||||||
Common Stock [Member] | ||||||||
Litigation and Contingencies [Line Items] | ||||||||
Shares purchased (in Shares) | 277,906 | |||||||
Private Placement [Member] | ||||||||
Litigation and Contingencies [Line Items] | ||||||||
Shares issued (in Shares) | 315,240 | |||||||
IPO [Member] | ||||||||
Litigation and Contingencies [Line Items] | ||||||||
Underwriter commission | $ 1,200,000 |
Commitments (Details)
Commitments (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Jul. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 24, 2022 | |
Commitments [Line Items] | |||||
Base salary | $ 255,000 | ||||
Percentage of annual discretionary bonus | 20% | ||||
Annual license fee | $ 350,000 | ||||
Escalations amount | $ 17,500 | ||||
Technology and development costs | $ 363,000 | $ 262,500 | |||
Cost of sale | $ 132,400 | $ 70,000 | |||
Ms. Abenante’s [Member] | |||||
Commitments [Line Items] | |||||
Base salary | $ 100,000 | ||||
Mr. Grinbaum [Member] | |||||
Commitments [Line Items] | |||||
Base compensation | $ 90,000 | ||||
Minimum [Member] | |||||
Commitments [Line Items] | |||||
Revenue sharing | 0.50% | ||||
Maximum [Member] | |||||
Commitments [Line Items] | |||||
Revenue sharing | 10% |
Shareholder Equity (Details)
Shareholder Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Jul. 08, 2023 | Jun. 21, 2023 | Feb. 07, 2023 | Dec. 21, 2022 | Nov. 11, 2022 | May 30, 2022 | Jan. 13, 2022 | Dec. 31, 2016 | May 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 11, 2023 | Oct. 31, 2023 | |
Shareholders’ Equity [Line Items] | |||||||||||||
Capital stock | 135,000,000 | 135,000,000 | |||||||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares outstanding | 15,611,827 | 12,370,002 | |||||||||||
Convertible notes (in Dollars) | $ 163,500 | $ 100,000 | |||||||||||
Principle amount (in Dollars) | $ 100,000 | ||||||||||||
Converted to common shares | 1,441,497 | 11,000 | 1,583,807 | 50,328 | |||||||||
Share price per share (in Dollars per share) | $ 4 | ||||||||||||
Principle aggregate amount (in Dollars) | $ 2,670,000 | $ 50,000 | $ 7,176,335 | $ 7,176,335 | |||||||||
Accrued payment-in-kind interest (in Dollars) | $ 110,586 | $ 5,000 | $ 247,257 | $ 375,629 | |||||||||
Accrued payment-in-kind interest (in Dollars) | $ 742,700 | ||||||||||||
Shares of common stock | 15,611,827 | 12,370,002 | |||||||||||
Warrants exercised | 214,693 | 418,473 | |||||||||||
Proceeds from warrant (in Dollars) | $ 1,285,800 | ||||||||||||
purchase of common stock | 115,468 | ||||||||||||
Purchase price (in Dollars) | $ 461,872 | ||||||||||||
Restricted stock units | 525,000 | ||||||||||||
Restricted stock | 400,000 | ||||||||||||
Shares vested | 200,000 | ||||||||||||
Incentive stock options | 200,000 | ||||||||||||
Strike price per share (in Dollars per share) | $ 4 | $ 5 | |||||||||||
Share based per share (in Dollars per share) | $ 5 | ||||||||||||
Share-based payment (in Dollars) | 200,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 5.5 | ||||||||||||
Payment of deemed dividend (in Dollars) | $ 28,600 | ||||||||||||
Equity incentive plans options | 13,744,376 | ||||||||||||
Total share-based compensation (in Dollars) | $ 580,000 | 2,300,000 | |||||||||||
Issuance of restricted shares units (in Dollars) | 84,000 | 607,000 | |||||||||||
Issuance of options and warrant (in Dollars) | $ 496,000 | $ 1,494,000 | |||||||||||
Number of unvested options | 123,218 | 367,678 | |||||||||||
Unrecognized share-based compensation expense (in Dollars) | $ 324,000 | $ 1,099,000 | |||||||||||
Patents [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Shares issued | 2,000,000 | ||||||||||||
Shares of common stock | 2,000,000 | ||||||||||||
Purchase price (in Dollars) | $ 4,000,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Warrants exercised | 21,000 | ||||||||||||
Exercise of warrants (in Dollars) | $ 235,693 | ||||||||||||
Aggregate proceeds of warrant (in Dollars) | $ 1,285,833 | ||||||||||||
Maximum [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Number of shares transferred | 100,000 | ||||||||||||
Exercise price (in Dollars per share) | 6.6 | ||||||||||||
Warrant exercise (in Dollars per share) | $ 5.5 | ||||||||||||
Warrant exercise (in Dollars per share) | 6.5 | ||||||||||||
Minimum [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Number of shares transferred | 50,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 6.5 | ||||||||||||
Warrant exercise (in Dollars per share) | 5 | ||||||||||||
Warrant exercise (in Dollars per share) | $ 5.5 | ||||||||||||
Equity Plans [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Share-based payment (in Dollars) | 200,000 | ||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Proceeds from warrant (in Dollars) | $ 1,285,809 | ||||||||||||
Founders [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Shares issued | 4,233,696 | ||||||||||||
Price par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Term of service and vested periods | 3 years | ||||||||||||
Number of shares cancelled | 604,832 | ||||||||||||
Number of shares vested and outstanding. | 3,628,864 | 3,628,864 | |||||||||||
IPO [Member] | |||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||
Shares vested | 200,000 | ||||||||||||
Term of vested shares | 4 years |
Shareholder Equity (Details) -
Shareholder Equity (Details) - Schedule of Equity Incentive Plans | Dec. 31, 2023 shares |
Schedule of Share Based Compensation [Line Items] | |
Options Authorized | 13,744,376 |
2016 Plan [Member] | |
Schedule of Share Based Compensation [Line Items] | |
Options Authorized | 1,139,544 |
2017 Plan [Member] | |
Schedule of Share Based Compensation [Line Items] | |
Options Authorized | 604,832 |
2021 Plan [Member] | |
Schedule of Share Based Compensation [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, 2023 | Dec. 31, 2022 | |
Schedule of Share-Based Compensation Related to Equity Plans [Line Items] | ||
Total share-based compensation | $ 580,002 | $ 2,301,735 |
Cost of Sales [Member] | ||
Schedule of Share-Based Compensation Related to Equity Plans [Line Items] | ||
Total share-based compensation | 22,743 | 62,099 |
Technology and Development [Member] | ||
Schedule of Share-Based Compensation Related to Equity Plans [Line Items] | ||
Total share-based compensation | 53,544 | 59,734 |
Sales, General and Administrative [Member] | ||
Schedule of Share-Based Compensation Related to Equity Plans [Line Items] | ||
Total share-based compensation | $ 503,715 | $ 2,179,902 |
Shareholder Equity (Details) _3
Shareholder Equity (Details) - Schedule of Weighted Average Assumptions used to Value Options Granted to Employees and Warrants to Contractors | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Weighted Average Assumptions used to Value Options Granted to Employees [Abstract] | |
Risk-free Interest rate | 2.80% |
Expected Term at Issuance | 5 – 7 years utilizing the practical expedient method in accordance with ASC 718 |
Volatility | 63.9% (The Company used an average volatility of comparable entities, to develop an estimate of expected volatility.) |
Dividend Rate | 0% |
Shareholder Equity (Details) _4
Shareholder Equity (Details) - Schedule of Common Stock Option and Warrant Award - Equity Option [Member] - USD ($) | 12 Months Ended | |||
Jan. 01, 2023 | Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Common Stock Option and Warrant [Line Items] | ||||
Options, Beginning balance | 3,073,066 | 3,116,626 | 3,073,066 | 3,116,626 |
Weighted Average Exercise Price, Beginning balance (in Dollars per share) | $ 5.22 | $ 4.44 | $ 5.22 | $ 4.44 |
Remaining Life,Beginning balance | 6 years | 7 years | ||
Aggregate Intrinsic Value for the Activity During the Years,Beginning balance (in Dollars) | $ 0 | $ 0 | $ 0 | $ 0 |
Options, Granted | 517,500 | |||
Options, Exercised | (6,060) | |||
Options, (Forfeiture) | (139,028) | (555,000) | ||
Options,Ending balance | 2,934,038 | 3,073,066 | ||
Weighted Average Exercise Price, Ending balance (in Dollars per share) | $ 3.46 | $ 5.22 | ||
Remaining Life, Ending balance | 5 years 1 month 6 days | 6 years | ||
Aggregate Intrinsic Value for the Activity During the Years, Ending balance (in Dollars) | $ 0 | $ 0 | ||
Options, Exercisable | 2,810,820 | 2,711,448 | ||
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 5.25 | $ 3.4 | ||
Remaining Life, Exercisable | 2 years 10 months 24 days | 7 years 1 month 6 days | ||
Aggregate Intrinsic Value for the Activity During the Years, Exercisable (in Dollars) | $ 0 | $ 0 |
Shareholder Equity (Details) _5
Shareholder Equity (Details) - Schedule of Weighted Average Assumptions Value the Investor Warrants - Warrant [Member] | Dec. 31, 2023 |
Risk-Free Interest rate [Member] | |
Schedule of Weighted Average Assumptions Value the Investor Warrants [Line Items] | |
Weighted average assumptions value | 1.64 |
Expected Term at Issuance [Member] | Minimum [Member] | |
Schedule of Weighted Average Assumptions Value the Investor Warrants [Line Items] | |
Weighted average assumptions value | 6.4 |
Expected Term at Issuance [Member] | Maximum [Member] | |
Schedule of Weighted Average Assumptions Value the Investor Warrants [Line Items] | |
Weighted average assumptions value | 8.2 |
Volatility [Member] | |
Schedule of Weighted Average Assumptions Value the Investor Warrants [Line Items] | |
Weighted average assumptions value | 69.2 |
Dividend Rate [Member] | |
Schedule of Weighted Average Assumptions Value the Investor Warrants [Line Items] | |
Weighted average assumptions value | 0 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 12 Months Ended | |||||||||
Feb. 07, 2023 USD ($) shares | Jan. 10, 2023 USD ($) | Nov. 14, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 11, 2023 USD ($) | Oct. 31, 2023 USD ($) | Apr. 03, 2023 USD ($) $ / shares | Dec. 21, 2022 USD ($) | May 30, 2022 USD ($) | |
Convertible Notes Payable [Line Items] | ||||||||||
Original conversion price (in Dollars per share) | $ 4 | |||||||||
Exercisable price (in Dollars per share) | $ 5.5 | |||||||||
Convertible note payable (in Dollars) | $ | $ 163,500 | $ 100,000 | ||||||||
Gain on debt (in Dollars) | $ | $ 208,811 | |||||||||
Compensation of warrant (in Dollars) | $ | $ 205,600 | |||||||||
Issuance of warrant (in Shares) | shares | 66,413 | |||||||||
Principal amount (in Dollars) | $ | $ 2,670,000 | $ 50,000 | $ 7,176,335 | |||||||
Deferred debt discount amount (in Dollars) | $ | $ 2,719,341 | $ 7,974,007 | ||||||||
Converted shares (in Shares) | shares | 100,933 | |||||||||
Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Warrant term | 5 years | |||||||||
2022 Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | |||||||||
Annual interest rate | 12% | |||||||||
Purchase of warrant (in Dollars) | $ | $ 10 | |||||||||
Convertible note payable (in Dollars) | $ | $ 2,570,000 | |||||||||
Warrant issued (in Shares) | shares | 257,000 | |||||||||
2022 Convertible Note Payable [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | |||||||||
2023A Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | |||||||||
Annual interest rate | 12% | |||||||||
Warrant term | 5 years | |||||||||
Exercisable price (in Dollars per share) | $ 5.5 | |||||||||
Convertible note payable (in Dollars) | $ | $ 500,000 | |||||||||
Sale of convertible notes (in Dollars) | $ | $ 200,000 | |||||||||
Principal amount (in Dollars) | $ | $ 10 | |||||||||
Deferred debt discount amount (in Dollars) | $ | $ 16,000 | |||||||||
2023A Convertible Note Payable [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | |||||||||
2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | $ 2 | ||||||||
Annual interest rate | 12% | |||||||||
Convertible note payable (in Dollars) | $ | $ 1,970,000 | $ 2,000,000 | ||||||||
Principal amount (in Dollars) | $ | $ 10 | |||||||||
2023B Convertible Note Payable [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Warrant term | 5 years | |||||||||
Exercisable price (in Dollars per share) | $ 4 | |||||||||
Principal amount (in Dollars) | $ | $ 10 | |||||||||
Minimum [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Exercisable price (in Dollars per share) | $ 2 | |||||||||
Measurement value | 69.5 | |||||||||
Conversion price per share (in Dollars per share) | 2 | |||||||||
Maximum [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Exercisable price (in Dollars per share) | 4 | |||||||||
Conversion price per share (in Dollars per share) | $ 4 | |||||||||
Measurement Input, Expected Term [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 0 | |||||||||
Measurement Input, Expected Term [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 12 | |||||||||
Measurement Input, Expected Term [Member] | Minimum [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 6.4 | |||||||||
Measurement Input, Expected Term [Member] | Minimum [Member] | 2022 Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 3 | 13 | ||||||||
Measurement Input, Expected Term [Member] | Maximum [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 8.2 | |||||||||
Measurement Input, Expected Term [Member] | Maximum [Member] | 2022 Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 18 | 15 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 1.64 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 3.1 | 4.5 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 4.59 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 4.4 | 4.7 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 5.25 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | Median [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 3.9 | 4.6 | ||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 0 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 0 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 0 | |||||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 77.3 | |||||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 75.2 | |||||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 82.5 | 82.5 | ||||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Measurement value | 78.7 | |||||||||
Convertible Notes Payable [Member] | 2022 Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | |||||||||
Convertible Notes Payable [Member] | 2023A Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | 2 | |||||||||
2023B Convertible Note Payable [Member] | Warrant [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Exercisable price (in Dollars per share) | 2 | |||||||||
Common stock [Member] | 2022 Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | 2 | |||||||||
Common stock [Member] | 2023A Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | 2 | |||||||||
Common stock [Member] | 2023B Convertible Note Payable [Member] | ||||||||||
Convertible Notes Payable [Line Items] | ||||||||||
Conversion price per share (in Dollars per share) | $ 2 | $ 2 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of Convertible Note Payable - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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) | |
Convertible Note Payable Gross | 2,040,189 | |
Amortization of debt discounts for period | 315,546 | |
Convertible Note Payable Balance | $ 0 | $ 2,355,735 |
2023B Convertible Note Payable [Member] | ||
Convertible Notes Payable (Details) - Schedule of Convertible Note Payable [Line Items] | ||
Convertible Note Payable at Issuance | 1,970,000 | |
Deferred debt discount and payments to advisor | (704,975) | |
Convertible Note Payable Gross | 1,265,025 | |
Amortization of debt discounts for period | 704,975 | |
Convertible Note Payable Balance | $ 1,970,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Line Items] | ||
Federal net operating loss carryforwards, | $ 32,100,000 | $ 8,450,000 |
New York NOL | $ 24,900,000 | |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Percentage of taxable income | 80% | |
California [Member] | ||
Income Taxes [Line Items] | ||
New York NOL | $ 5,500,000 | |
Tax Year 2040 [Member] | ||
Income Taxes [Line Items] | ||
New York NOL | 6,170,000 | |
Tax Year 2041 [Member] | ||
Income Taxes [Line Items] | ||
New York NOL | 8,870,000 | |
Tax Year 2042 [Member] | ||
Income Taxes [Line Items] | ||
New York NOL | 8,610,000 | |
Tax Year 2043 [Member] | ||
Income Taxes [Line Items] | ||
New York NOL | $ 1,200,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Statutory Federal Income Tax Rate [Abstract] | ||
Net Loss for the Year | $ (8,724,863) | $ (11,114,179) |
Statutory federal income tax rate | 21% | 21% |
Tax benefit using statutory federal income tax rate | $ (1,832,221) | $ (2,333,978) |
State and local taxes, net of federal benefit | (171,007) | (965,370) |
Non-deductible expenses, net of federal income tax rate | 203,955 | 328,290 |
Share-based compensation | 101,237 | 430,501 |
Change in valuation allowance | (2,640,167) | 2,685,199 |
Start Up Costs | (146,490) | |
Other, net | 4,338,204 | 1,848 |
Income tax expense (benefit) | ||
Effective income tax rate | 0% | 0% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Asset - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset | ||
Start-up costs | $ 3,221,000 | $ 5,042,480 |
Stock based compensation | 2,009,000 | 2,738,028 |
Section 174 Costs | 148,000 | 101,398 |
Net Operating Loss | 7,212,000 | 7,377,234 |
Other | (44,000) | (81,973) |
Gross deferred taxes | 12,546,000 | 15,177,167 |
Valuation allowance | (12,546,000) | (15,177,167) |
Net deferred taxes |
Purchase of Intellectual Prop_3
Purchase of Intellectual Property Portfolio (Details) - USD ($) | 12 Months Ended | |
Jul. 08, 2023 | Dec. 31, 2023 | |
Purchase of Intellectual Property Portfolio [Line Items] | ||
Intellectual property portfolio (in Dollars per share) | $ 2 | |
Purchase price | $ 4,000,000 | |
NIFTY [Member] | ||
Purchase of Intellectual Property Portfolio [Line Items] | ||
Shares issued (in Shares) | 2,000,000 | |
NYIAX [Member] | ||
Purchase of Intellectual Property Portfolio [Line Items] | ||
Shares issued (in Shares) | 2,000,000 | |
Co-Founder [Member] | ||
Purchase of Intellectual Property Portfolio [Line Items] | ||
Financial products, acquired | $ 50,000 | |
Co-Founder [Member] | NIFTY [Member] | ||
Purchase of Intellectual Property Portfolio [Line Items] | ||
Financial products, purchase percentage | 0.17% | |
Executive Vice President [Member] | ||
Purchase of Intellectual Property Portfolio [Line Items] | ||
Financial products, acquired | $ 10,000 | |
Executive Vice President [Member] | NIFTY [Member] | ||
Purchase of Intellectual Property Portfolio [Line Items] | ||
Financial products, purchase percentage | 0.35% |
Purchase of Intellectual Prop_4
Purchase of Intellectual Property Portfolio (Details) - Schedule of Amortized Cost - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Amortized Cost [Abstract] | ||
Portfolio Cost | $ 4,000,000 | |
Accumulated amortization as of December 31, 2023 | (595,042) | |
Patents, net of amortization | $ 3,404,958 |
Purchase of Intellectual Prop_5
Purchase of Intellectual Property Portfolio (Details) - Schedule of Amortization Expense of the Portfolio - Intangible Assets, Amortization Period [Member] | Dec. 31, 2023 USD ($) |
Schedule of Excluding Amortization Expense [Line Items] | |
For the year ending December 31, 2024 | $ 1,190,083 |
For the year ending December 31, 2025 | 958,678 |
For the year ending December 31, 2026 | 517,906 |
For the year ending December 31, 2027 | 341,598 |
For the year ending December 31, 2028 | 264,463 |
Thereafter | 132,230 |
Total | $ 3,404,958 |
Capitalized Software Developm_2
Capitalized Software Development Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized Software Development Costs [Abstract] | ||
Capitalized software development costs, net | $ 196,572 | $ 393,157 |
Capitalized software development costs, gross | 982,891 | 982,891 |
Capitalized software development costs, Amortized | $ 196,578 | $ 196,578 |
Deferred Offering Cost Write-_2
Deferred Offering Cost Write-Off (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Offering Cost Write-Off [Abstract] | ||||
Deferred offering costs | $ 848,531 | |||
Written-off costs | $ 177,481 | $ 848,531 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 12 Months Ended | ||
Nov. 01, 2021 | Sep. 01, 2021 | Dec. 31, 2023 | |
Operating Leases [Abstract] | |||
Lease transaction imputed interest rate | 5.60% | ||
Lease expiration date | Sep. 29, 2025 | ||
Description of lease termination | on April 16, 2024 the lease was terminated early. | ||
Rent payment | $ 14,814 | ||
Rent escalation, percentage | 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 ($) | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2021 |
Schedule of Balance Sheet Information Related to Our Leases [Abstract] | |||
Right-of-use assets | $ 244,451 | $ 395,470 | $ 563,713 |
Operating lease liability, current | 175,585 | 162,503 | 106,810 |
Operating lease liability, long-term | $ 92,800 | $ 268,385 | $ 456,903 |
Weighted-average discount rate – operating lease | 5.60% | ||
Weighted-average remaining lease term – operating lease (in months) | 18 months |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Minimum Lease Payments of Operating Lease Liabilities | Dec. 31, 2023 USD ($) |
Schedule of Minimum Lease Payments of Operating Lease Liabilities [Abstract] | |
2024 | $ 186,177 |
2025 | 94,320 |
Total future minimum lease payments, undiscounted | 280,497 |
Less: Imputed interest for leases in excess of one year | 12,112 |
Present value of future minimum lease payments | $ 268,385 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2023 | Oct. 30, 2023 | Feb. 07, 2023 | Dec. 21, 2022 | May 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 11, 2023 | Dec. 31, 2016 | |
Related Party Transactions [Line Items] | |||||||||
Shareholder-founders loan | $ 264,000 | $ 100,500 | |||||||
Conversion of debt (in Shares) | 25,124 | ||||||||
Convertible notes payable | $ 100,000 | $ 163,500 | |||||||
Convertible notes payables shares converted (in Shares) | 1,441,497 | 11,000 | 1,583,807 | 50,328 | |||||
Deferred compensation | $ 1,229,915 | ||||||||
Founder forfeiture of deferred compensation | 769,839 | ||||||||
Gold Street Holdings Limited Partnership [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
General and administrative expenses | $ 10,000 | ||||||||
Related Party [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Shareholder-founders loan | $ 100,500 | ||||||||
Convertible Note Payable [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Convertible notes payable | $ 163,500 | ||||||||
Conversion price per share (in Dollars per share) | $ 4 | $ 4 | |||||||
Common Stock [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Convertible notes payables amount converted | $ 100,000 | $ 163,500 | |||||||
Convertible notes payables shares converted (in Shares) | 50,328 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Jan. 19, 2025 | Aug. 07, 2024 | Aug. 05, 2024 | Jul. 19, 2024 | Jun. 30, 2024 | May 04, 2024 | Feb. 12, 2024 | Oct. 31, 2023 | Jun. 21, 2023 | Feb. 07, 2023 | Dec. 21, 2022 | May 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 08, 2024 | Jan. 31, 2024 | Dec. 11, 2023 | |
Subsequent Events [Line Items] | ||||||||||||||||||
Convertible note payable (in Dollars) | $ 100,000 | $ 163,500 | ||||||||||||||||
Strike Price | $ 4 | $ 5 | ||||||||||||||||
Base salary (in Dollars) | $ 400,000 | |||||||||||||||||
Cash equivalent (in Dollars) | ||||||||||||||||||
Amount of forfeiture of deferred compensation. (in Dollars) | $ (769,839) | |||||||||||||||||
Converted stock into common shares (in Shares) | 1,441,497 | 11,000 | 1,583,807 | 50,328 | ||||||||||||||
Warrant [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Aggregate offering cost (in Dollars) | $ 235,693 | |||||||||||||||||
RSUs [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
RSU units (in Shares) | 200,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Convertible note payable (in Dollars) | $ 150,000 | |||||||||||||||||
Price per share | $ 4 | $ 4 | ||||||||||||||||
Percentage of convertible notes interest rate | 4% | |||||||||||||||||
Converted stock into common shares (in Shares) | 32,462 | |||||||||||||||||
Amount converted (in Dollars) | $ 163,500 | |||||||||||||||||
Company advance amount (in Dollars) | $ 48,000 | |||||||||||||||||
Interest repaid | 4% | |||||||||||||||||
Common stock shares issued (in Shares) | 2,106,250 | |||||||||||||||||
Aggregate offering cost (in Dollars) | $ 8,425,000 | |||||||||||||||||
Underwriters [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
(in Shares) | 2,422,188 | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Convertible note payable (in Dollars) | $ 200,000 | |||||||||||||||||
Interest payment of paid in kind | 10% | |||||||||||||||||
Price per share | $ 2 | |||||||||||||||||
Coverage rate | 100% | |||||||||||||||||
Cumulative gross proceeds of convertible note payable (in Dollars) | $ 1,500,000 | |||||||||||||||||
Base salary (in Dollars) | $ 225,000 | |||||||||||||||||
Base salary rate | 20% | |||||||||||||||||
Forecast [Member] | Warrant [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Forecast [Member] | Financial Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 2 | |||||||||||||||||
Forecast [Member] | Warrant [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Strike Price | $ 2 | |||||||||||||||||
2024 Convertible Note Payable Offering [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Convertible note payable (in Dollars) | $ 1,300,000 | |||||||||||||||||
Cumulative gross proceeds of convertible note payable (in Dollars) | $ 1,500,000 | |||||||||||||||||
2024B Convertible Note Payable [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Interest payment of paid in kind | 10% | |||||||||||||||||
Price per share | $ 2 | |||||||||||||||||
Coverage rate | 100% | |||||||||||||||||
Cumulative gross proceeds of convertible note payable (in Dollars) | $ 1,500,000 | |||||||||||||||||
Percentage of purchase financing event | 85% | |||||||||||||||||
2024B Convertible Note Payable [Member] | Forecast [Member] | Warrant [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Convertible note payable (in Dollars) | $ 200,000 | |||||||||||||||||
Strike Price | $ 2 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
2024B Convertible Note Payable [Member] | Forecast [Member] | Financial Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 1.5 | |||||||||||||||||
Stock Option [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Incentive stock (in Shares) | 517,500 | |||||||||||||||||
(in Shares) | 6,060 | |||||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Vesting rate | 50% | 50% | ||||||||||||||||
Vesting period | 1 year | |||||||||||||||||
Maximum [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | 2 | |||||||||||||||||
Minimum [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 1.5 | |||||||||||||||||
Ms. Gallo [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Cash equivalent (in Dollars) | $ 100,000 | |||||||||||||||||
Ms. Gallo [Member] | Stock Option [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 4 | |||||||||||||||||
Incentive stock (in Shares) | 200,000 | |||||||||||||||||
NYIAX [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Amount of forfeiture of deferred compensation. (in Dollars) | $ 308,083 | |||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Convertible note payable (in Dollars) | $ 21,000 | |||||||||||||||||
Price per share | $ 4 | |||||||||||||||||
Converted stock into common shares (in Shares) | 41,145 | |||||||||||||||||
Convertible Notes Payable [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Percentage of purchase financing event | 85% | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Converted stock into common shares (in Shares) | 50,328 | |||||||||||||||||
Amount converted (in Dollars) | $ 100,000 | $ 163,500 | ||||||||||||||||
Common Stock [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 2 | |||||||||||||||||
Common Stock [Member] | 2024B Convertible Note Payable [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 2 | |||||||||||||||||
Common Stock [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||
Price per share | $ 4 |