S-1/A: Invizyne Technologies Files for IPO, Aiming to Revolutionize Biomanufacturing
Summary
- Invizyne Technologies, a pre-revenue, development-stage company, has filed for an IPO to raise capital for its SimplePath biomanufacturing platform.
- The company aims to transform natural resources into chemicals for pharmaceuticals, fuels, and food additives.
- Invizyne's SimplePath platform uses enzyme-based systems as an alternative to chemical synthesis, natural extraction, and synthetic biology.
- The company is offering 4,300,000 shares of common stock at $4.00 per share, aiming to raise $17.2 million.
- MDB Capital Holdings, LLC, the majority holder of Invizyne's common stock, is offering 8,027,538 shares in the offering.
- The company intends to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
- Net proceeds from the offering are estimated to be approximately $15.47 million, which will be used to expand production capabilities, increase staff, expand business development, sales and marketing efforts, expand research and development and technology platform and add to working capital.
Sentiment
Score: 5
Explanation: The document presents a mix of promising technology and significant financial risks. The company's innovative approach to biomanufacturing is a positive, but its pre-revenue status and need for additional funding create uncertainty.
Positives
- The SimplePath platform has the potential to be more efficient, less environmentally damaging, and more cost-effective than traditional methods.
- The company has successfully demonstrated the feasibility of manufacturing chemicals using SimplePath processes in a laboratory setting.
- The company has received US government grants totaling $12,739,318 since inception.
- The company's primary commercialization strategy is to collaborate with third parties to engage in aspects of product research, testing, marketing, manufacturing, and product distribution.
Negatives
- Invizyne is a pre-revenue, development-stage company with a limited operating history.
- The company has incurred losses to date and may not be able to sustain its operations or become profitable.
- The company anticipates needing additional funding in the future.
- The company is highly dependent on retaining its scientific staff and being able to hire additional scientific and related managerial staff.
- Laboratory conditions may not be reproduced in a commercial setting.
- The company's business is highly dependent on a small number of 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 synthetic biological platform being developed by the Company may not be able to develop a pipeline of commercial products.
- There may be regulatory hurdles that will have to be satisfied before the bio-synthesized compounds can be marketed and commercially used.
- The company's processes rely on the need for purified enzymes and co-factors, which are energy molecules, such as ATP or NADPH.
- The company will 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.
- 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.
- 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 the reduced disclosure requirements may make its Common Stock less attractive to investors.
- 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.
Future Outlook
The company plans to expand production capabilities, increase staff, expand business development, sales and marketing efforts, expand research and development and technology platform and add to working capital.
Industry Context
The biobased industry is expanding into sectors such as agriculture, acrylic acid products, food production and safety, cleaning products, lubricants, detergents, fertilizers and many other chemicals in common use today.
Comparison to Industry Standards
- Debut Biotech and Solugen Inc. promote the advantages of cell-free enzymatic systems over cell-based 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, which demonstrate that enzymatic Islatravir synthesis illustrates the potential for complex or longer enzyme cascades of the type used in some of our SimplePath systems, but their principal mission diverges from the enzymatic manufacturing of more general chemicals.
- There are many companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes Pte Ltd. (Singapore), Enzymit Ltd. (Israel and US), Zymtronix Catalytic Systems, Inc., Arzeda Corp. and Quantumzyme LLP (India).
- There are other companies that develop enzyme immobilization technologies.
- There are many companies operating in the biofuels space, such as Valero Energy Corporation, ADM Corporation and Cargill Company and Gevo, Inc. and Butamax Advanced Biofuels LLC that focus on ethanol technologies.
Stakeholder Impact
- New investors will experience immediate dilution in the book value per share of the Common Stock they purchase.
- Existing shareholders' ownership interest will be diluted if the company raises additional funds by selling equity based securities.
- The company's success depends on retaining its current scientific and other staff and being able to hire additional employees with specialized backgrounds as needed.
Next Steps
- The company intends to use the net proceeds from this offering to expand the production capabilities of the Company, including capital expenditures.
- The company intends to use the net proceeds from this offering to increase our staff.
- The company intends to use the net proceeds from this offering to expand our business development, sales and marketing efforts.
- The company intends to use the net proceeds from this offering to expand our research and development and technology platform.
- The company intends to use the net proceeds from this offering to add to our working capital.
Related Party Transactions
- During 2023, MDB Capital Holdings, LLC provided the financial services of its chief financial officer to the Company.
- The value of these services was determined to be $95,000, which was charged to operations.
- The amount remains unpaid as of December 31, 2023.
Key Dates
- 2019: Invizyne Technologies Inc. was formed
- April 17, 2019: The Company entered into a registration rights agreement with the founders and MDB Capital Holdings, LLC
- April 26, 2019: The Company entered into a licensing agreement with The Regents of The University of California
- July 3, 2023: The Company issued two SAFE securities for proceeds of $800,000
- February 1, 2024: Michael Heltzen appointed Chief Executive Officer of the Company
- February 7, 2024: The Company made a stock dividend distribution at the rate of 1.0775673 for each issued and outstanding share of Common Stock
- April 1, 2024: James J. Lalonde and Lon Edward Bell joined the Board of Directors of the Company as independent board members
- April 3, 2024: The Company executed a lease for new office space
- April 12, 2024: Michael Heltzen, our Chief Executive Officer, is employed under an employment agreement
- April 17, 2024: S-1/A 1 forms-1a.htm As filed with the Commission on April 17, 2024
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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