United States securities and exchange commission logo
November 17, 2022
Christopher Hogan
Interim Chief Executive Officer
NYIAX, INC.
180 Maiden Lane, 11th Floor
New York, NY 10005
Re: NYIAX, INC.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 20,
2022
File No. 333-265357
Dear Christopher Hogan:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
29, 2022 letter.
Amendment No.1 to Registration Statement on Form S-1
Risk Factors, page 8
1. We note recent
instances of extreme stock price run-ups followed by rapid price declines
and stock price
volatility seemingly unrelated to company performance following a
number of recent
initial public offerings, particularly among companies with relatively
smaller public floats.
Revise to include a separate risk factor addressing the potential for
rapid and substantial
price volatility and any known factors particular to your offering that
may add to this risk
and discuss the risks to investors when investing in stock where the
price is changing
rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to
your actual or expected operating performance and financial
condition or prospects,
making it difficult for prospective investors to assess the rapidly
Christopher Hogan
FirstName LastNameChristopher Hogan
NYIAX, INC.
Comapany 17,
November NameNYIAX,
2022 INC.
November
Page 2 17, 2022 Page 2
FirstName LastName
changing value of your stock.
2. In light of your commercial relationship with Nasdaq and the fact you
intend to list your
shares on the Nasdaq Capital Market, please consider including a risk
factor discussing
risks resulting from any conflicts of interest or the appearance of
conflicts of interest.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 30
3. In regard to your result of operations for the years ended December
31, 2021 and 2020,
and elsewhere as appropriate, please label each column of the
corrected financial
statements as restated.
Going Concern, Liquidity and Capital Resources, page 32
4. We note your response to prior comment 2. We also note your disclosure
that
management believes that the existing cash as of June 30, 2022 will
not be sufficient to
fund operations for at least the next 12 months. Please disclose the
minimum number of
months that you will be able to conduct your planned operations using
currently available
capital resources. Refer to Item 303(b)(1) and Section IV of SEC
Release No. 33-8350 for
additional guidance.
Restatements, page 35
5. We note that your financial statements were restated. Please tell us
whether a material
weakness was identified, and if so, include a risk factor describing
any material
weaknesses, the resulting restatement, and any associated remediation
procedures and the
related time frame.
General
6. Please tell us whether you are required to have a qualified
independent underwriter in
light of the potential conflicts of interest of your underwriter, West
Park Capital, pursuant
to FINRA Rule 5121. If so, please revise to add appropriate risk
factor disclosure.
You may contact Joseph Cascarano, Senior Staff Accountant, at
202-551-3376 or Lisa
Etheredge, Senior Staff Accountant, at 202-551-3424 if you have questions
regarding comments
on the financial statements and related matters. Please contact Kyle Wiley,
Staff Attorney, at
202-344-5791 or Mitchell Austin, Staff Attorney, at 202-551-3574 with any other
questions.
Christopher Hogan
NYIAX, INC.
November 17, 2022
Page 3
Sincerely,
FirstName LastNameChristopher Hogan
Division of Corporation Finance
Comapany NameNYIAX, INC.
Office of Technology
November 17, 2022 Page 3
cc: Mitchell Lampert
FirstName LastName