S-1/A: Invizyne Technologies Inc. Files Amendment No. 6 to Form S-1 for IPO, Offering 3.75 Million Shares with Investor Rights

Invizyne Technologies Inc. is proceeding with its initial public offering, registering 3.75 million shares of common stock coupled with long-term investor rights, as detailed in Amendment No. 6 to its Form S-1 registration statement.

Summary

• Invizyne Technologies Inc. has filed Amendment No. 6 to its Form S-1 registration statement for an initial public offering.
• The company is offering 3,750,000 shares of common stock at a price of $4.00 per share.
• Each share comes with a non-transferable right for the holder to obtain up to one additional share on the second anniversary of the offering's closing date, subject to certain conditions.
• The underwriter, MDB Capital, intends to give preference to holders of MDB Capital Holdings, LLC Class A Shares, then to other beneficial shareholders of MDB and then of the Company.
• MDB Capital is an affiliate of Invizyne, creating a conflict of interest that necessitates the involvement of an independent underwriter, Digital Offering LLC.
• The company intends to apply to list its common stock on The Nasdaq Capital Market under the symbol IZTC.
• Net proceeds from the offering are estimated to be approximately $13.3 million, which will be used to expand production capabilities, increase staff, expand business development, and for working capital.
• The company is an emerging growth company and a smaller reporting company, which allows for reduced disclosure obligations.

Sentiment

Score: 4

Explanation: The document presents a mix of positive and negative aspects. The potential of the technology and the planned use of proceeds are positive, but the risks, lack of revenue, and conflict of interest with the underwriter temper the overall sentiment.

Positives

• The offering includes a Long Term Investor Right, potentially rewarding long-term shareholders with additional shares.
• 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.

Negatives

• The underwriter, MDB Capital, is an affiliate of Invizyne, creating a conflict of interest.
• Investors will experience immediate dilution in the book value per share of the Common Stock they purchase.
• 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 opportunity to receive additional shares from us if those Long Term Investor Rights are triggered.

Risks

• Investing in the company's securities involves a high degree of risk, as detailed in the Risk Factors section of the prospectus.
• The company is a development stage company with a limited operating history.
• Invizyne has not generated any significant revenues to date and may not be able to sustain its operations or become profitable.
• The company anticipates needing additional funding in the future.
• The synthetic biological platform being developed may not be able to develop commercial products, and commercial products may not be adopted by clients.
• The company does not have sales, marketing, manufacturing, and distribution capabilities.
• Regulatory hurdles may need to be satisfied before the bio-synthesized compounds can be marketed.
• The company is highly dependent on retaining scientific staff and being able to hire additional 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.
• The business is highly dependent on a small number of products.
• The inability to enter into collaboration arrangements may adversely impact the business.
• There is extensive competition from legacy processes and other companies.
• The company may be unable to protect the intellectual property used in its technology platform.
• Failure to comply with obligations in agreements under which the company licenses development or commercialization rights to products or technology from third-parties could result in loss of license rights.
• The company will incur increased costs as a result of operating as a public company.
• The company is an emerging growth company and a smaller reporting company, which may make its Common Stock less attractive to investors.
• The company's independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the company is no longer an emerging growth company.
• 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 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 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 our 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 opportunity to receive additional shares from us 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 our share price.
• If the Long Term Investor Right is triggered we will become obligated to 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.

Future Outlook

The company anticipates that the proceeds will provide working capital for 18 to 24 months, but overall circumstances and business opportunities and requirements may change that period to be either longer or shorter.

Industry Context

The document positions Invizyne's technology as an alternative to traditional chemical synthesis, natural extraction, and synthetic biology, highlighting the potential for more sustainable and efficient biomanufacturing.

Comparison to Industry Standards

• The document mentions companies like Debut Biotech, Solugen Inc., Codexis, Inc., Valero Energy Corporation, ADM Corporation, Cargill Company, Gevo, Inc. and Butamax Advanced Biofuels LLC as competitors or companies with related technologies.
• It claims that Invizyne's SimplePath platform outperforms Synbio solutions for isobutanol production by at least 2-fold in rate and over 2.5-fold in titers.
• It also states that SimplePath for isobutanol can potentially produce isobutanol at greater than 3-fold the rate and nearly double the concentration of conventional ethanol processes, with greater than 95% yield.

Related Party Transactions

• 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 remaining payable amount is for loans from MDB Capital Holdings, LLC, which were used to support operations.
• The related party loans are undocumented and amount to $2,871,498 as of June 30, 2024.
• The loan for operations bears 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.

Stakeholder Impact

• Shareholders may benefit from the potential growth of the company and the Long Term Investor Right.
• Employees may benefit from the planned increase in staff.
• Customers may benefit from the development of new products and technologies.
• Suppliers may benefit from the expansion of the company's operations.
• Creditors may be impacted by the company's ability to repay its debts.

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 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.

Key Dates

Keywords

IPO, initial public offering, Invizyne Technologies, common stock, MDB Capital, Digital Offering LLC, Long Term Investor Right, biomanufacturing, synthetic biology, emerging growth company, Nasdaq, IZTC