UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
As of April 16, 2024, NYIAX, Inc. (the “Company”) has closed on $1,250,000 in a private offering (“Offering”). The Offering was for $1,200,000 with the Company’s right to increase the Offering to $2,000,000. 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.
The initial Offering was to four accredited investors, as of the date herein. There were no commissions paid in the Offering.
All securities issued in the Offering were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933.
Securities issued in the Offering have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The above is a summary of the terms and conditions of the Notes and Warrants which are set forth below in Exhibits 10.2 and 10.3 and incorporated herein by reference.
Item 8.01 Other Events
In a letter dated April 17, 2024 the Company provided to its security holders an update of recent events at the Company. See attached Shareholder Letter set forth below in Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| No. | Exhibit Description | |
| 10.1 | Form of Subscription Agreement | |
| 10.2 | Form of Warrant | |
| 10.3 | Form of Convertible Note | |
| 99.1 | Letter to shareholders dated April 17, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: April 24, 2024 | NYIAX, Inc. | ||
| By: | /s/ Joseph G. Passaic, Jr. | ||
| Name: | Joseph G. Passaic, Jr. | ||
| Title: | Corporate Secretary | ||
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