10-K: eXoZymes Inc. Details Capital Structure, Intellectual Property, and Regulatory Landscape in 10-K Filing
Summary
- eXoZymes Inc. has filed its 10-K report detailing its capital structure, including common stock, preferred stock authorization, and warrants.
- As of March 31, 2025, the company had 8,367,810 shares of common stock issued and outstanding.
- The company is authorized to issue up to 5,000,000 shares of undesignated preferred stock, but none are currently issued or outstanding.
- The document describes various warrants, including private placement warrants, warrants issued to MDB Capital Holdings, LLC, and IPO underwriters' warrants, outlining their exercise prices, expiration dates, and registration rights.
- The company has a registration rights agreement with founders and MDB Capital Holdings, LLC, providing for demand and piggyback registration rights.
- The filing also discusses anti-takeover provisions under Nevada law and limitations on liability and indemnification of directors and officers.
- eXoZymes has received \$13,639,011 in grants since inception through December 31, 2024.
- The company is focusing on low-volume, high-value chemical compounds, particularly nutraceuticals with pharmaceutical potential, and isobutanol for sustainable aviation fuel.
- The document outlines the company's business model, which includes spin-outs, joint ventures, and licensing deals.
- eXoZymes protects its intellectual property through patents, trade secrets, and know-how, including a license agreement with the Regents of the University of California.
- The filing addresses regulatory considerations for cannabinoids and biofuels, including FDA and EPA regulations.
- The company faces competition from synthetic biology companies, enzyme engineering firms, and traditional chemical manufacturers.
- As of December 31, 2024, eXoZymes had approximately 31 full-time employees or equivalents, with 11 holding doctoral degrees.
- The company's headquarters and R&D facilities are located in Monrovia, California, leasing approximately 10,000 square feet of space.
- The company incurred a net loss of \$5,861,335 in 2024 and has a going concern footnote in its financial statements.
- The company completed its IPO on November 11, 2024, raising net proceeds of \$15,206,543.
- The filing details the company's internal control over financial reporting and identifies material weaknesses.
- The document also discusses cybersecurity measures and potential risks.
- The company has adopted a clawback policy for the recovery of erroneously awarded compensation from executive officers.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While the company highlights its technological advancements, intellectual property, and successful IPO, it also acknowledges significant financial losses, a going concern footnote, and the need for additional capital. The risk factors section further tempers the positive aspects.
Positives
- The company has a strong intellectual property position, including exclusive licenses and patent applications.
- eXoZymes has secured significant grant funding, totaling \$13,639,011 since inception.
- The company completed a successful IPO, raising \$15,206,543 in net proceeds.
- The company has a clear commercialization strategy focused on high-value markets.
- The company's business model includes multiple avenues for commercialization, including spin-outs, joint ventures, and licensing deals.
- The company has a dedicated team of approximately 31 full-time employees or equivalents, with 11 holding doctoral degrees.
Negatives
- The company has a limited operating history and has incurred significant losses.
- The company's financial statements include a going concern footnote.
- The company may need additional capital to support its growth.
- The company faces competition from other companies and research institutions.
- The company has identified material weaknesses in its internal control over financial reporting.
- The company relies exclusively on a single laboratory location for its operations, research, and development activities.
Risks
- The company has a limited operating history on which to evaluate its ability to achieve its operating objectives.
- The company's financial statements include a going concern footnote.
- The company may need additional capital to support its growth, which may be difficult to obtain.
- The company may not be successful in its efforts to use its proprietary biomanufacturing platform to build a pipeline of products.
- The market may be skeptical of the viability and benefits of eXoZymes' pipeline chemical products because they are relatively novel and are based on complex technology.
- The synthetic biology market is a rapidly expanding and changing market, and if eXoZymes is unable to keep up to date with developments, its business may be adversely affected.
- eXoZymes may face unique regulatory hurdles because its bio-synthesized compounds are novel.
- The company is highly dependent on its ability to retain its current management and its scientific team and other staff to run the company, and be able to recruit and hire additional employees with specialized backgrounds as needed.
- Laboratory conditions differ from commercial conditions, which could affect the effectiveness of the company's potential products.
- The company will be subject to fluctuations in pricing for the products it chooses to develop and commercialize.
- The company does not have any significant sales, marketing, manufacturing and distribution capabilities or arrangements, and will need to create these as it moves towards commercialization of its products.
- Collaborations of various sorts, by the company's partner companies, such as with respect to research, testing, manufacturing and distribution, will be important to the company's business.
- If the company is unable to protect the intellectual property used in its technology platform and products, others may be able to copy its innovations which may impair its ability to compete effectively in its markets.
- The company will incur increased costs as a result of operating as a public company, and its board of directors will be required to devote substantial time to oversight of new compliance requirements and corporate governance practices.
- The company currently has a single facility that is its main office and laboratory. Any disruption in the company's ability to operate from this facility would delay its research and development efforts and does pose an operational risk.
- The company's Common Stock may potentially experience rapid and substantial price volatility, and price decline, which may make it difficult for prospective investors to assess what the company believes to be the value of its Common Stock.
- Concentration of ownership among the company's existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions.
- The company's failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Common Stock.
- The company is an emerging growth company under the JOBS Act and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its Common Stock less attractive to investors.
- The company has technology that might be interesting to bad actors, foreign actors or nation states that has very different legal frameworks and belief system than ours.
Future Outlook
The company plans to focus on low-volume, high-value chemical compounds, particularly nutraceuticals with pharmaceutical potential, and isobutanol for sustainable aviation fuel. Partnerships will be essential for future market expansion.
Management Comments
- We at eXoZymes Inc. believe that we have developed unique technology that will allow us to harness more of the mechanisms nature uses for biochemical production.
- We foresee the technology we are developing will allow for a future where we can build new biosolutions that harness natures diversity but are designable and engineerable and, therefore, as scalable as petrochemical, all while being sustainable.
- We project cell-free exozyme biosolutions are to become the next generation of synthetic biology (SynBio) biomanufacturing.
Industry Context
The announcement positions eXoZymes as a next-generation biomanufacturing company, differentiating itself from traditional synthetic biology approaches by focusing on cell-free exozyme biosolutions. This approach aims to overcome the scalability challenges that have plagued the synthetic biology sector.
Comparison to Industry Standards
- The document mentions competitors like Debut Biotech and Solugen Inc., which promote cell-free enzymatic systems but appear to use simpler pathways.
- Codexis, Inc. is mentioned for its partnership with Tate & Lyle and Merck & Co., Inc. on specific projects using multi-enzyme pathways, but its mission diverges from the enzymatic manufacturing of more general chemicals.
- The document also acknowledges competition from enzyme engineering companies like Codexis, Inc., Allozymes Pte Ltd., and Zymtronix Catalytic Systems, Inc., as well as biofuel companies like Valero Energy Corporation and ADM Corporation.
- eXoZymes believes its technology offers a more effective path to environmentally and commercially sustainable biomanufacturing compared to existing methods, overcoming scalability challenges and limitations of SynBio and petrochemistry.
Stakeholder Impact
- Shareholders face risks related to the company's limited operating history, financial losses, and potential need for additional capital.
- Employees are subject to a code of business conduct and ethics and may be affected by the company's clawback policy.
- Customers and partners may benefit from the company's innovative biomanufacturing solutions, but also face risks related to the company's development stage and regulatory hurdles.
- Creditors face risks related to the company's ability to continue as a going concern and repay its debts.
Next Steps
- The company plans to expand its production capabilities, staffing, and R&D efforts.
- The company intends to pursue additional grants to improve its working capital position.
- The company will continue to monitor economic conditions and adjust its business and financing plans as needed.
Legal Proceedings
- The company is not currently subject to any material legal proceedings.
Related Party Transactions
- As of November 11, 2024, MDB Capital Holdings, LLC had advanced \$4,386,588 to the company, which was repaid after the IPO.
- As of December 31, 2024, the company has a payable to MDB Capital Holding LLC of \$178,966.
Key Dates
- 2019-04-17: Company entered into a registration rights agreement with the founders and MDB Capital Holdings, LLC.
- 2019-04-26: Company entered into a licensing agreement with The Regents of The University of California.
- 2019-07-02: Start of the period during which MDB Capital Holdings, LLC funded the initial capitalization of the Company.
- 2022-06-01: Company signed a joint venture with Neuractas Therapeutics.
- 2022-06-22: End of the period during which MDB Capital Holdings, LLC funded the initial capitalization of the Company; MDB Capital Holdings, LLC was issued a warrant to purchase up to 205,293 shares of Common Stock.
- 2023-07-03: eXoZymes executed a simple agreement for future equity (SAFE) with MDB Capital Holdings LLC and Paul Opgenorth.
- 2024-11-08: Commencement date for the period during which the Underwriters Warrants are exercisable (180 days after IPO closing).
- 2024-11-11: eXoZymes completed its initial public offering (IPO).
- 2025-03-31: Date of the number of outstanding shares of Common Stock.
- 2025-11-11: Expiration of the lockup agreement on RSUs.
- 2027-06-22: Expiration date of the warrant issued to MDB Capital Holdings, LLC.
- 2029-11-08: Expiration date of the Underwriters Warrants.
Keywords
Filings with Classifications
Insider Trading Report
- The Chief Executive Officer's purchase of company stock indicates a vote of confidence in the company's prospects and valuation.
Insider Transaction Report
- The acquisition of additional shares by a key executive like the Vice President of Research is typically viewed as a positive signal, indicating management's confidence in the company's future performance and valuation.
Insider Transaction Report
- The acquisition of shares by a Vice President of Development is generally viewed as a positive signal, indicating management's confidence in the company's future prospects and aligning their interests with shareholders.
Quarterly Report
- The company's net loss increased significantly compared to the same period last year.
- Operating costs rose sharply, driven by increased compensation, professional fees, and other administrative expenses.
- Cash reserves are declining, raising concerns about the company's ability to fund future operations.
Quarterly Report
- The company's auditors have raised substantial doubt about its ability to continue as a going concern due to funding shortfalls.
- The company may sell its equity securities, seek institutional and bank funding, and sell or license various of its intellectual property rights if and when it requires capital.
- The company does not have any current arrangements for additional funding, and there is no assurance that it will be able to obtain funding, when needed, on terms that are commercially reasonable.
Annual Results
- The company may need additional capital to support its growth over time.
- The company may explore future financing arrangements, including private and public offerings of securities, borrowings, spinouts, joint ventures, licensing, asset sales, and merger transactions.
- The company may also seek government research grants.
Annual Results
- The company incurred a net loss of \$5,861,335 in 2024, which is worse than the net loss of \$2,038,389 in 2023.
- The company has a going concern footnote in its financial statements, indicating substantial doubt about its ability to continue as a going concern.
Initial Public Offering Announcement
- The company completed an initial public offering of 1,875,000 shares at $8.00 per share, raising $15 million in gross proceeds.
- A concurrent private placement of 93,750 warrants was completed at $0.125 per warrant, with an exercise price of $8.00 per share, potentially raising an additional $750,000 if fully exercised.
- The underwriter has a 45-day option to purchase an additional 281,250 shares, which could result in further capital raising if exercised.
Quarterly Report
- The company's net loss of $4.03 million for the nine months ended September 30, 2024, is significantly worse than the $939,825 loss for the same period in 2023.
- The company's operating costs have increased substantially, leading to a larger net loss.
- The company's working capital deficit of $4.38 million as of September 30, 2024, is a significant deterioration compared to the $1.2 million deficit at the end of 2023.
Quarterly Report
- The company completed its IPO on November 13, 2024, selling 1,875,000 shares of Common Stock for gross proceeds of $15,000,000 and net proceeds of approximately $14,321,686.
- The company issued 93,750 warrants to the underwriter and its assignees to purchase up to 93,750 shares of Common Stock.
- The company sold 93,750 warrants to accredited investors in a concurrent private offering for gross proceeds of approximately $11,719, with potential additional proceeds of up to $750,000 if the warrants are fully exercised.
- The company issued 125,001 shares of Common Stock on the conversion of SAFEs on November 12, 2024.
Legal Agreement
- The exercise of the warrant would result in a capital raise for Invizyne Technologies Inc.
S-1/A Registration Statement
- Invizyne Technologies Inc. is offering 1,875,000 shares of common stock at $8.00 per share.
- The company has granted the underwriter a 45-day option to purchase up to 281,250 additional shares to cover over-allotments.
S-1/A Registration Statement
- The company has incurred a net loss of $2,368,988 and $419,229 during the six months ended June 30, 2024 and 2023, respectively, and had cash flows from operations of $383,401 and $(363,610) for the six months ended June 30, 2024 and 2023, respectively.
- Management believes that the Companys remaining cash on hand for one year from the date the financials are issued will not be sufficient to meet its liabilities and obligations as and when they fall due through the next year without additional financial support which raises substantial doubt about the Companys ability to continue as a going concern.
S-1/A (Registration Statement Amendment)
- Invizyne Technologies Inc. is offering 3,750,000 shares of common stock at $4.00 per share in its IPO.
- Each share includes a non-transferable right to receive up to one additional share after two years if certain conditions are met.
- The estimated net proceeds of $13.3 million will be used for expansion and working capital.
S-1/A (Registration Statement Amendment)
- The company has incurred a net loss of $2,368,988 and $419,229 during the six months ended June 30, 2024 and 2023, respectively, and had cash flows from operations of $383,401 and $(363,610) for the six months ended June 30, 2024 and 2023, respectively.
- Management believes that the Companys remaining cash on hand for one year from the date the financials are issued will not be sufficient to meet its liabilities and obligations as and when they fall due through the next year without additional financial support which raises substantial doubt about the Companys ability to continue as a going concern.
S-1/A Amendment
- The company has a limited operating history and has incurred losses to date.
- The company anticipates needing additional funding in the future to continue developing its business plan.
- The independent accountants to the Company have issued their report with a going concern statement.
S-1/A Amendment
- The company is planning an initial public offering (IPO) of 3,750,000 shares of common stock at a price of $4.00 per share, aiming to raise $15 million.
- The offering includes a non-transferable contractual right for investors to receive up to one additional share of common stock for each share purchased, contingent on certain conditions.
- MDB Capital Holdings, LLC, the majority holder of Invizyne's common stock, is offering 8,027,538 shares in the IPO.
- The company plans to use the net proceeds from the offering to expand production capabilities, increase staff, expand business development, sales and marketing efforts, expand research and development, and add to working capital.
- The underwriter has a 45-day option to purchase up to 562,500 additional shares to cover over-allotments.
S-1/A Filing
- The company is offering 4,300,000 shares of common stock in its initial public offering.
- The proposed price is $4.00 per share.
- The company estimates net proceeds of approximately $15.3 million, or $17.7 million if the underwriter exercises its over-allotment option in full.
- The company intends to use the net proceeds from this offering (i) to expand the production capabilities of the Company, including capital expenditures, (ii) to increase our staff, (iii) to expand our business development, sales and marketing efforts, (iv) to expand our research and development and technology platform and (v) to add to our working capital.
S-1/A Amendment
- Invizyne Technologies Inc. is planning an initial public offering of 4,300,000 shares of its common stock at a price of $4.00 per share.
- The company intends to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
- MDB Capital Holdings, LLC, the majority holder of Invizyne's common stock, is offering 8,027,538 shares of common stock as a selling security holder.
- Net proceeds from the offering are estimated to be approximately $15.3 million, which will be used to expand production capabilities, increase staff, expand business development, sales and marketing efforts, expand research and development, and add to working capital.
S-1/A Filing
- The company is offering 4,300,000 shares of common stock at $4.00 per share in its initial public offering.
- The company estimates that the net proceeds from this offering will be approximately $15,473,747, or $19,258,000 if the underwriter exercises its option to purchase additional shares in full.
- MDB Capital Holdings, LLC, the majority holder of the company's Common Stock, is offering 8,027,538 shares of Common Stock.
S-1/A Filing
- The company is pre-revenue and has incurred significant losses.
- The company's auditor has issued a going concern statement.
S-1/A
- Invizyne Technologies Inc. is planning an initial public offering (IPO).
- The company intends to offer 4,300,000 shares of its common stock at a price of $4.00 per share, aiming to raise $17,200,000 before expenses.
- The company plans to use the proceeds from the IPO to expand production capabilities, increase staff, expand business development, sales, and marketing, expand the R&D and technology platform, and for working capital and other general purposes.
S-1/A
- The company has a limited operating history and has not generated any revenues to date.
- The independent accountants to the Company have issued their report with a going concern statement.
S-1 Filing
- Invizyne Technologies is offering 4,300,000 shares of common stock in its initial public offering.
- The public offering price of the Common Stock was determined through negotiation between the underwriter and us, and the offering price used throughout this prospectus may not be indicative of the price of a share of Common Stock in the market after the initial public offering.
- The underwriter will receive compensation in addition to the discounts and commissions.
- The registration statement, of which this prospectus is a part, also registers for sale warrants to purchase up to 430,000 [10%] shares of Common Stock to be issued to the underwriters, at an exercise price of 125% of the public offering price.
- We have granted a 45-day option to the underwriter to purchase up to 645,000 [15%] additional shares of Common Stock solely to cover over-allotments, if any.
S-1 Filing
- The company has a limited operating history and has not generated any revenues to date.
- The company anticipates needing additional funding in the future to fully develop its business plan, with the funds from this offering expected to fund operations for 12 to 24 months.
- The company's independent accountants have issued their report with a going concern statement.
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