S-1/A: Invizyne Technologies Inc. Files Amendment No. 4 to Form S-1 for IPO
Summary
- Invizyne Technologies Inc. has filed Amendment No. 4 to its Form S-1 registration statement with the SEC.
- The filing includes a prospectus for the initial public offering of 4,300,000 shares of common stock at a proposed price of $4.00 per share.
- It also includes a prospectus for the resale of 8,027,538 shares of common stock by MDB Capital Holdings, LLC, the company's majority shareholder.
- The company intends to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
- MDB Capital, a wholly owned subsidiary of MDB Capital Holdings, LLC, is acting as the underwriter for the offering, creating a conflict of interest that necessitates a qualified independent underwriter, Digital Offering LLC.
- The company is an emerging growth company and has taken advantage of certain reduced disclosure obligations.
- Net proceeds from the IPO are estimated at $15.3 million, or $17.7 million if the underwriter exercises its over-allotment option in full, and will be used for expansion, increasing staff, business development, R&D, and working capital.
- 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 through out-licensing its technologies.
Sentiment
Score: 6
Explanation: The document presents a balanced view, highlighting both the potential of Invizyne's technology and the risks associated with investing in a pre-revenue, development-stage company. The sentiment is neutral, focusing on factual information rather than overly optimistic or pessimistic projections.
Positives
- 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 primary commercialization strategy is to collaborate with third parties to engage in aspects of product research, testing, marketing, manufacturing, and product distribution.
- The company believes that its SimplePath platform performs the same conversions targeted by other cell engineering technologies.
- The company believes that the SimplePath platform and processes can be effective, less environmentally damaging or polluting, and more cost-effective than traditional methods, depending on the product that is being made.
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 company does not have any sales, marketing, manufacturing and distribution capabilities or arrangements.
- 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 is highly dependent on retaining the scientific staff and being able to hire additional scientific and related managerial staff.
- The company is subject to fluctuations in pricing for the products it chooses to develop and commercialize.
Risks
- The company may not be able to sustain its operations or become profitable in the future.
- 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.
- Conditions in the laboratory setting may not be reproduced in a commercial setting.
- The company may face extensive competition from legacy processes and other companies seeking to use bio-manufacturing and enzyme pathways.
- The company may be unable to protect the intellectual property used in its technology platform and products.
- The company will incur increased costs as a result of operating as a public company.
- The company's Common Stock may potentially experience rapid and substantial price volatility, and price decline.
- The underwriter of this offering, MDB Capital, is a wholly owned subsidiary of MDB, the company's current majority shareholder and parent company, which may present a conflict of interest in respect of the offering.
- 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.
- You will experience immediate dilution in the book value per share of the Common Stock you purchase.
Future Outlook
The company intends to expand production capabilities, increase staff, expand business development, sales and marketing efforts, expand research and development and technology platform and to add to working capital.
Industry Context
The announcement highlights Invizyne's position in the growing biomanufacturing industry, particularly in the production of chemicals for pharmaceuticals, fuels, and other sectors. It emphasizes the company's SimplePath platform as an alternative to traditional methods like chemical synthesis and natural extraction, aligning with the industry's shift towards sustainable and efficient production processes.
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, 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.
- 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 a number companies operating in the biofuels space, 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 company's ability to attract and retain qualified personnel is important to the success of its business.
- The company's commercialization strategy is to collaborate with third parties to engage in aspects of product research, testing, marketing, manufacturing, and product distribution.
Next Steps
- The company intends to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
- The company will continue to develop its SimplePath platform and processes to make its products for use in the pharmaceutical and biofuels industries.
- The company will seek to collaborate with third parties to engage in aspects of product research, testing, marketing, manufacturing, and distribution as part of its commercialization strategy.
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.
- The Company has an intercompany payable to its parent company, MDB Capital, totaling $1,765,645 as of March 31, 2024.
- The payable balance consists of amounts related to audit fees, executive services, and an intercompany loan used for operations.
Key Dates
- 2019: Invizyne Technologies Inc. was established.
- February 7, 2024: Stock dividend distribution at the rate of 1.0775673 for each issued and outstanding share of Common Stock.
- August 1, 2024: Date of the prospectus.
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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