IZTC
Invizyne Technologies INC
NASDAQ
S-1/A: Invizyne Technologies Files Amendment No. 8 to Form S-1, Outlines Warrant Agreement Terms
Sentiment:
Legal Agreement
21 October 2024 11:23 AM
Invizyne Technologies Inc. details the terms of a placement warrant agreement in its latest S-1/A filing, outlining conditions for purchasing common stock.
Capital raise
The exercise of the warrant would result in a capital raise for Invizyne Technologies Inc.
Summary
- Invizyne Technologies Inc. has filed an amendment to its Form S-1 registration statement, detailing the terms of a placement warrant agreement.
- The warrant allows the holder to purchase common stock at an exercise price of $8.00 per share, subject to adjustments.
- The warrant becomes exercisable six months after the effective date of the company's initial public offering (IPO) registration statement and expires five years following the Effective Date.
- Exercise can be made in whole or in part, with options for cash or cashless exercise.
- The number of warrant shares is equal to all the shares purchased by accredited investors (or affiliates) in the offering.
- The holder is subject to a Beneficial Ownership Limitation of 9.99% of the outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.
- The agreement includes provisions for adjustments to the exercise price and warrant shares in the event of stock dividends, splits, rights offerings, or fundamental transactions.
- The holder has certain registration rights, including demand and piggy-back registration.
- The warrant and underlying shares are subject to a one-year lock-up period.
- The document outlines various definitions, exercise mechanics, and transfer conditions related to the warrant.
Sentiment
Score: 7
Explanation: The document is a legal agreement outlining the terms of a warrant. It is neutral in tone and provides necessary information for potential investors. The sentiment is slightly positive as it facilitates potential future investment in the company.
Positives
- The warrant provides flexibility with cash or cashless exercise options.
- The agreement includes anti-dilution protection for the warrant holder.
- The holder has registration rights, potentially increasing liquidity.
Negatives
- The holder is subject to a Beneficial Ownership Limitation, potentially restricting the full exercise of the warrant.
- The warrant and underlying shares are subject to a one-year lock-up, limiting immediate liquidity.
- The exercise price is fixed at $8.00, which may be above the market price at the time of exercise.
Risks
- The warrant may not be exercisable if the holder exceeds the Beneficial Ownership Limitation.
- The market price of the common stock may fall below the exercise price, rendering the warrant worthless.
- Changes in company structure or fundamental transactions could impact the value and exercisability of the warrant.
- The holder may face difficulties in registering and selling the warrant shares due to regulatory requirements or market conditions.
Future Outlook
The document outlines the terms for future purchase of common stock, but does not provide a future outlook for the company.
Industry Context
This announcement is typical for companies preparing for an IPO, as it clarifies the terms of securities offered to investors. It provides transparency and legal framework for potential future transactions.
Comparison to Industry Standards
- The warrant terms, such as the exercise price, expiration date, and anti-dilution provisions, are generally consistent with industry standards for warrants issued in connection with IPOs or private placements.
- The registration rights granted to the holder are also common in such agreements, providing a mechanism for the holder to eventually sell the underlying shares.
- The one-year lock-up period is a standard provision to prevent immediate selling pressure on the stock after the IPO.
Stakeholder Impact
- Potential dilution for existing shareholders if the warrant is exercised.
- Potential increase in company capital if the warrant is exercised.
- The warrant holder benefits from the right to purchase common stock at a predetermined price.
Next Steps
- The warrant holder may exercise the warrant after the six-month waiting period.
- The company will need to ensure sufficient authorized shares are available for warrant exercise.
- The company will need to comply with registration requirements if the holder chooses to register the warrant shares.
Key Dates
- October ____, 2024: Date of Securities Purchase Agreement between the Company and [Name of Holder_________]
- ______, 2024: Effective Date of the Registration Statement of the initial public offering of the Company to which this Warrant relates.
- ______, 2024: The underwriter expects to deliver the shares to purchasers on or about
- October 21, 2024: Date of Prospectus
Keywords
warrant, common stock, exercise price, registration rights, beneficial ownership, lock-up, Invizyne Technologies, IPO, securities, agreement
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.
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.
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
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.
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
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
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.
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.
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