IZTC
Invizyne Technologies INC
NASDAQ
S-1/A: Invizyne Technologies Files Amendment for $15 Million IPO with Investor Rights Offering
Sentiment:
S-1/A Amendment
6 September 2024 4:25 PM
Invizyne Technologies Inc. files an amendment to its Form S-1 registration statement for a $15 million initial public offering, including a unique investor rights offering.
Worse than expected
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.
Capital raise
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.
Summary
- Invizyne Technologies Inc. has filed Amendment No. 5 to its Form S-1 registration statement with the SEC.
- 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 intends to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
- Invizyne is an emerging growth company and has taken advantage of certain reduced disclosure obligations.
- 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.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While it highlights the potential of Invizyne's technology and its market opportunities, it also acknowledges the company's pre-revenue stage, dependence on future funding, and various risks associated with its business and the IPO. The inclusion of a going concern statement from the independent accountants further tempers the sentiment.
Positives
- The company is developing a biomanufacturing platform, SimplePath, which it believes will be an important alternative to current methods of chemical compound production.
- The company has received US government grants, particularly from the Department of Energy (DOE) and the National Institutes of Health (NIH), for work related to isobutanol and cannabinoids.
- The company's commercialization strategy is to collaborate with third parties to engage in aspects of product research, testing, marketing, manufacturing, and product distribution.
- The company is an emerging growth company and has taken advantage of certain reduced disclosure obligations.
Negatives
- Invizyne is a pre-revenue, development stage company with a limited operating history.
- 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.
- The synthetic biological platform being developed by the Company may not be able to develop a pipeline of commercial products.
- The company does not have any sales, marketing, manufacturing and distribution capabilities or arrangements, and will need to create these as it moves towards commercialization of its products.
Risks
- The company may not be able to sustain its operations or become profitable in the future.
- The company may not be able to develop a pipeline of commercial products.
- The company may face regulatory hurdles before its bio-synthesized compounds can be marketed and commercially used.
- The company is highly dependent on retaining its scientific staff and being able to hire additional scientific and related managerial staff.
- Conditions in the laboratory setting may not be reproduced in a commercial setting.
- The company's processes rely on the need for purified enzymes and co-factors, which are energy molecules.
- The company is highly dependent on a small number of products, which are based on its principal technology.
- The company may face extensive competition from legacy processes and other companies seeking to use bio-manufacturing and enzyme pathways to develop products alternative to traditional chemicals and petroleum based products.
- The company may be unable to protect the intellectual property used in its technology platform and products.
- The company may fail to comply with its obligations in the agreements under which it licenses development or commercialization rights to products or technology from third-parties.
- The company will incur increased costs as a result of operating as a public company.
- 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 is a smaller reporting company within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies.
- Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the company.
- Concentration of ownership among the company's existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions.
- The price of the company's Common Stock may have little or no relationship to the historical sales price of its capital stock in its private placement transactions to date.
- The company's failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Common Stock.
- The company may allocate the net proceeds from this offering in ways that differ from the estimates discussed in the section titled Use of Proceeds and with which you may not agree, and if the company does not use those proceeds effectively your investment could be harmed.
- You will experience immediate dilution in the book value per share of the Common Stock you purchase.
- Because the underwriter, MDB Capital, is a wholly owned subsidiary of MDB, and MDB prior to the offering beneficially owns 62.86% of the company's Common Stock, there may be a conflict of interest among the Company, underwriter and MDB in conducting the offering and its terms.
- Holders of Common Stock who purchase shares in this offering, but who do not register and continuously hold those shares in their name for two years will lose the Long Term Investor Right and the opportunity to receive additional shares from the company if those Long Term Investor Rights are triggered.
- Registering and keeping the shares of Common Stock purchased in this offering in the shareholders name can delay your ability to dispose of the shares and could cause partial or full loss of your investment in the event of a rapid decline in the company's share price.
- If the Long Term Investor Right is triggered the company will deliver additional shares according to a formula limited to no more than one share for each share acquired in this offering which may still lead to partial or substantial loss of your investment and further dilution to the holders of the company's Common Stock.
Future Outlook
The company intends to continue to make investments in its business to respond to business opportunities and challenges, including refining its technologies, developing new products, enhancing its operating infrastructure, and expanding its operations.
Management Comments
- Invizyne believes it has discovered and is developing a process that could significantly change biomanufacturing.
- Management believes that Invizynes technology is a differentiated and unique synthetic biology platform.
- Management believes the platform will enable scalable production of chemical molecules found in nature in a process that is alternative to and more environmentally friendly and sustainable than the typical methods used today.
Industry Context
The document highlights the growing biobased industry and the increasing focus on developing bio-derived replacements for basic chemicals. It positions Invizyne's SimplePath platform as a potential disruptor in the biomanufacturing space, offering advantages over traditional chemical synthesis, natural extraction, and synthetic biology.
Comparison to Industry Standards
- The document mentions companies like Debut Biotech and Solugen Inc. that also promote cell-free enzymatic systems, but their processes appear to use simple one to two step pathways.
- Codexis, Inc. partnered with Tate & Lyle and Merck & Co., Inc. on different, highly specific projects that use multi enzyme pathways, such as enzymatic Islatravir synthesis, illustrating the potential for complex enzyme cascades, but their principal mission diverges from the enzymatic manufacturing of more general chemicals.
- The document also mentions companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes Pte Ltd., Enzymit Ltd., Zymtronix Catalytic Systems, Inc., Arzeda Corp. and Quantumzyme LLP.
- In the biofuels space, the document mentions companies such as Valero Energy Corporation, ADM Corporation, Cargill Company, Gevo, Inc. and Butamax Advanced Biofuels LLC that focus on ethanol technologies.
Stakeholder Impact
- Shareholders will experience immediate dilution in the book value per share of the Common Stock they purchase.
- The success of the company depends on its ability to attract and retain qualified personnel.
- The company's ability to obtain adequate financing or financing on terms satisfactory to it, when it requires it, could significantly limit its ability to continue supporting its business growth and responding to business opportunities and challenges.
Next Steps
- The company intends to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
- 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.
Related Party Transactions
- As of June 30, 2024, MDB Capital Holdings, LLC has advanced and loaned an aggregate of $3,189,359 to the Company.
- The advances consists of amounts paid on behalf of the Company related to audit fees, executive services and other recurring chargebacks.
- The related party loans are undocumented and amount to $2,871,498 as of June 30, 2024, and bear interest at a rate of 5%, compounding annually.
- The Company intends to repay the full amount of the intercompany payables and all outstanding interest due in the aggregate amount of $31,498 as of June 30, 2024, promptly after the consummation of this offering.
Key Dates
- 2012: Jumpstart Our Business Startups Act (JOBS Act) enacted.
- April 17, 2019: Company entered into a registration rights agreement with the founders and MDB Capital Holdings, LLC.
- April 26, 2019: Company entered into a licensing agreement with The Regents of The University of California.
- July 2, 2019 to June 22, 2022: MDB Capital Holdings, LLC funded the initial capitalization of the Company in the aggregate amount of $5,000,000.
- August 2019: Tyler Korman and Paul Opgenorth joined the Company as Directors of Research and Development.
- August 10, 2021: MDB Capital Holdings, LLC was formed.
- January 14, 2022: MDB Capital distributed 100% of its equity interest in Invizyne to its members.
- June 22, 2022: MDB completed its equity subscription agreement, purchasing 890,198 shares.
- July 3, 2023: Company issued two SAFE securities for proceeds of $800,000.
- September 2023: Fouad Nawaz joined the Company as Vice President Finance.
- October 2023: Michael Heltzen joined the Company as Chief Strategy Officer.
- February 1, 2024: Michael Heltzen appointed as Chief Executive Officer; Mo Hayat transitioned to Chairman of the Board and President.
- February 7, 2024: Company made a stock dividend distribution at the rate of 1.0775673 for each issued and outstanding share of Common Stock.
- September 6, 2024: Date of the prospectus.
Keywords
IPO, initial public offering, biomanufacturing, SimplePath, cannabinoids, isobutanol, emerging growth company, MDB Capital, biotechnology, enzymes
IZTC
Invizyne Technologies INC
NASDAQ
Sector: TBD
Filings with Classifications
Better than expected
2 July 2025 5:49 PM
Insider Trading Report
- The Chief Executive Officer's purchase of company stock indicates a vote of confidence in the company's prospects and valuation.
Better than expected
17 June 2025 5:22 PM
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.
Better than expected
17 June 2025 5:19 PM
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.
Worse than expected
12 May 2025 2:34 PM
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.
Capital raise
12 May 2025 2:34 PM
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.
Capital raise
31 March 2025 4:17 PM
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.
Worse than expected
31 March 2025 4:17 PM
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.
Capital raise
18 November 2024 4:45 PM
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.
Worse than expected
12 November 2024 4:55 PM
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.
Capital raise
12 November 2024 4:55 PM
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.
Capital raise
21 October 2024 11:23 AM
Legal Agreement
- The exercise of the warrant would result in a capital raise for Invizyne Technologies Inc.
Capital raise
4 October 2024 5:28 PM
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.
Worse than expected
4 October 2024 5:28 PM
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.
Worse than expected
19 September 2024 2:03 PM
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.
Capital raise
19 September 2024 2:03 PM
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.
Capital raise
6 September 2024 4:25 PM
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.
Worse than expected
6 September 2024 4:25 PM
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.
Capital raise
1 August 2024 6:11 AM
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.
Capital raise
22 May 2024 4:40 PM
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.
Capital raise
17 April 2024 4:07 PM
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.
Worse than expected
17 April 2024 4:07 PM
S-1/A Filing
- The company is pre-revenue and has incurred significant losses.
- The company's auditor has issued a going concern statement.
Worse than expected
14 February 2024 10:46 AM
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.
Capital raise
14 February 2024 10:46 AM
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.
Worse than expected
9 February 2024 4:58 PM
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.
Capital raise
9 February 2024 4:58 PM
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.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.