UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act: None.
Section 8 – Other Events
Item 8.01. Other Events
Based on the NYIAX, Inc. (the “Company”) pro forma Capitalization table, NYIAX was not going to be in compliance with NASDAQ Rule 5505(b)(2) requiring a company applying to list its primary equity securities on the Nasdaq Capital Market to have stockholders’ equity of $4.0 million or more if it had at least $50 in market value of listed securities and at least $15 million in market value of the unrestricted publicly held shares as of March 1, 2024.
The intent of the disclosure under this Item 8.01 of this report is to provide information to NASDAQ Listing Qualifications and investors regarding the Company’s capitalization, including stockholders’ equity, as of September 30, 2023, on an actual basis, and as of September 30, 2023, on an as adjusted pro forma basis to give effect to additional deferred compensation forfeitures by certain present and/or former Company employees.
The following table sets forth the Company’s capitalization, including total stockholders’ equity, as of September 30, 2023, on an actual basis and on an adjusted pro forma basis to give effect to the additional proforma adjustment, below:
| · | The Company’s Interim Chief Executive Officer at September 30, 2023 and an employee forfeited $82,891 deferred compensation, including applicable payroll taxes, owed and recorded as of September 30, 2023. The deferred compensation arose from a salary deferral program where the previous NYIAX interim CEO and the employee agreed to defer a portion of their contractual salary. |
NYIAX, Inc.
Capitalization
Actual as of September 30, 2023
And As Adjusted Pro Forma as of September 30, 2023
| As of September 30, 2023 | |||||||
| Actual | As Adjusted(1) | As Adjusted (To Reflect Further Deferred Compensation Forfeitures) | |||||
| (in thousands, except share data) | |||||||
| Cash | 168,786 | 8,096,786 | 8,096,786 | ||||
| Total current Assets | 279,532 | 8,207,532 | 8,207,532 | ||||
| Current Liabilities | 7,218,252 | 4,047,884 | 3,964,993 | ||||
| Total Liabilities | 7,356,488 | 4,085,620 | 4,002,729 | ||||
| Stockholders’ equity: | |||||||
| Common stock, par value $0.0001 per share; 125,000,000 authorized shares, As of September 30, 2023, 15,561,499 shares issued, and 18,581,910 shares issued as adjusted | 1,556 | 1,841 | 1,841 | ||||
| Preferred stock, par value $0.0001 per share; 10,000,000 authorized shares, 0 share issued and outstanding, actual; 10,000,000 authorized shares; 0 share issued and outstanding, as adjusted | 0 | 0 | 0 | ||||
| Additional paid-in capital | 57,907,311 | 68,374,157 | 68,374,157 | ||||
| Accumulated deficit | (60,678,092 | ) | (59,946,355 | ) | (59,863,464 | ) | |
| Total stockholders’ equity (deficit) | (2,769,225 | ) | 8,429,643 | 8,512,534 | (2) | ||
| Common Shares Outstanding | 15,561,499 | 18,743,530 | 18,743,530 | ||||
(1) As reflected in the Company’s Registration Statement on Form S-1 filed with the Commission on February 2, 2024 and declared effective on February 12, 2024.
(2) If the underwriters of our initial public offering (the “Offering”) exercise their over-allotment option in full, total stockholders’ equity as of September 30, 2023, would be $9,675,184.
The as adjusted information above is illustrative only and our capitalization following the completion of the “Offering” is subject to adjustment based on the actual initial public offering price of our common stock and other terms of the Offering to be determined at pricing.
The information contained in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: March 4, 2024 | NYIAX, Inc. | ||
| By: | /s/ William Feldman. | ||
| Name: | William Feldman | ||
| Title: | Chief Financial Officer | ||
2
Cover |
Feb. 29, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 29, 2024 |
| Entity File Number | 001-41626 |
| Entity Registrant Name | NYIAX, Inc. |
| Entity Central Index Key | 0001679379 |
| Entity Tax Identification Number | 46-0547534 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 180 Maiden Lane |
| Entity Address, Address Line Two | 11th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10005 |
| City Area Code | (917) |
| Local Phone Number | 444-9259 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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