S-1/A: Invizyne Technologies Inc. Files Amendment No. 1 to Form S-1 for Initial Public Offering
Summary
- Invizyne Technologies Inc., a biomanufacturing company, 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 underwriter, Public Ventures, LLC, is an affiliate of both Invizyne and MDB Capital Holdings, LLC, creating a conflict of interest that is being addressed by engaging Digital Offering LLC as a qualified independent underwriter.
- Invizyne is pursuing a listing on The Nasdaq Capital Market under the ticker symbol IZTC.
- The company is currently pre-revenue and is considered an emerging growth company, allowing it to take advantage of reduced disclosure requirements.
- 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.
- The company has a license agreement with The Regents of The University of California related to cell-free synthetic biochemistry technology.
Sentiment
Score: 4
Explanation: The document presents a mix of positive and negative aspects. The company has innovative technology and government grants, but it also has a limited operating history, no revenue, and a going concern statement from its accountants. The IPO is a positive step, but there are significant risks involved.
Positives
- The company's SimplePath platform has the potential to revolutionize biomanufacturing.
- The company has received substantial US government grants, particularly from the Department of Energy (DOE) and the National Institutes of Health (NIH).
- The company has a license agreement with The Regents of The University of California related to cell-free synthetic biochemistry technology.
Negatives
- Invizyne 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.
- The independent accountants to the Company have issued their report with a going concern statement.
- 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 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.
- 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.
- There may be regulatory hurdles that will have to be satisfied before the bio-synthesized compounds, which are the end products of the platform, can be marketed and commercially used.
- The company is highly dependent on retaining the scientific staff and being able to hire additional scientific and related managerial staff.
- Although the company has successfully achieved the production of products in the laboratory, conditions in the laboratory setting may not be reproduced in a commercial setting.
- The company's systems rely on the need for purified enzymes and co-factors for the conversions of input feedstock into final products.
- The company's business is highly dependent on a small number of products, which are based on its principal technology.
- Collaborations of various sorts, by our partner companies, such as with respect to research, testing, manufacturing and distribution, will be important to our business.
- There is extensive competition that the company will face 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 which may impair its ability to compete effectively in its markets.
- If the company fails to comply with its obligations in the agreements under which it licenses development or commercialization rights to products or technology from third-parties, it could lose license rights that are important to its business.
- 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 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 it 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 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.
Industry Context
The company operates in the biobased industry, which is addressing the world's environmentally and socioeconomically unsustainable dependence on petroleum.
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 does illustrate the potential for complex or longer enzyme cascades 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 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 may see their ownership diluted by the issuance of new shares in the IPO.
Next Steps
- The company intends to apply to list its Common Stock on The Nasdaq Capital Market under the symbol IZTC.
- 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.
Related Party Transactions
- During 2023, MDB Capital Holdings, LLC provided the financial services of its chief financial officer to the Company.
- The Company also received audit services which were paid by the parent and are due to be repaid.
Key Dates
- April 17, 2019: Company entered into a registration rights agreement with the founders and MDB Capital Holdings, LLC at the time of the MDB investment.
- April 26, 2019: Company entered into a licensing agreement with The Regents of The University of California.
- February 1, 2021: Stock options to purchase 1,067,356 shares of Common Stock were granted at an exercise price of $1.22 per share.
- March 28, 2022: Invizyne granted 483,432 restricted stock units (RSUs) at a value of $1.22 per share.
- June 22, 2022: MDB completed its equity subscription agreement, purchasing 890,198 shares thus owning a total of 3,284,690 shares of Invizynes Common Stock.
- July 3, 2023: Invizyne executed a simple agreement for future equity (SAFE) with MDB Capital Holdings LLC which provided funding of $785,000.
- July 3, 2023: Invizyne executed a simple agreement for future equity (SAFE) with Paul Opgenorth who provided funding of $15,000.
- May 1, 2023: Stock options to purchase 103,880 shares of Common Stock were granted at an exercise price of $2.07 per share.
- November 1, 2023: Stock options to purchase 914,132 shares of Common Stock were granted at an exercise price of $1.66 per share.
- February 1, 2024: Board of directors approved a stock dividend at the rate of 1.07756733 share for every one (1) share of our issued and outstanding Common Stock.
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 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.
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.
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 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.
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.
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)
- 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 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 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 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
- 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/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 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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