IZTC
Invizyne Technologies INC
NASDAQ
S-1/A: Invizyne Technologies Inc. Files Amendment No. 6 to Form S-1 for IPO, Offering 3.75 Million Shares with Investor Rights
Sentiment:
S-1/A (Registration Statement Amendment)
19 September 2024 2:03 PM
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.
Worse than expected
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
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.
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.
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.
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.
Key Dates
- February 7, 2024: Stock dividend of 6,483,351 shares issued at the rate of 1.0775673 shares for each issued and outstanding share of Common Stock.
- July 10, 2024: Announcement that preference for IPO share allocation would be given to holders of MDB Class A Shares who held their shares by July 22, 2024.
- September 19, 2024: Date of the prospectus.
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
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.
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
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.
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.
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
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
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.
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.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.