NYIAX Inc 2024年度报告

FORM10-K/A ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ 900 Easton Ave.STE 26-1088SomersetNJ08873-1760(917)444-9259(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act:None.Securities registered pursuant to Section 12(g) of the Act: None.Title of classNot ApplicableNot Applicable(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ There wasnomarket for the common stock of the company and no public sales of common stock effected by the companywithin the fiscal year ended December 31, 2023. As ofAugust 15, 2024, there were15,690,719shares outstanding of the registrant’s common stock, par value $0.0001 pershare. NYIAX, Inc. (the “Company”) is filing this Amendment (this “Amendment”) to the annual report on Form 10-K filed on August 19,2024 (the “Original Form 10-K”) to amend the office location of the Report of Independent Registered Public Accounting Firm ofWWC, P.C., the Company’s auditor, included in the Original Form 10-K from “New York” to “San Mateo.” Other than as expressly setforth above and herein, this Amendment does not, and does not purport to, amend, update or restate any other items or disclosuresincluded in the Original Form 10-K or reflect any events occurring after August 19, 2024. The financial statements and notes to thefinancial statements remain the same as those contained in the Original Form 10-K. NYIAX, INC. TABLE OF CONTENTS Item 1.Business2Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures28 PART II29 Item 5.Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities29Item 6.Reserved31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk46Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure47Item 9A.Controls and Procedures47Item 9B.Other Information48Ite