S-1/A: Invizyne Technologies Inc. Files Amendment No. 7 to Form S-1 for IPO

Invizyne Technologies Inc. files an amendment to its Form S-1 registration statement for its initial public offering, planning to list on the Nasdaq Capital Market under the symbol IZTC.

Summary

• Invizyne Technologies Inc. has filed Amendment No. 7 to its Form S-1 registration statement for an initial public offering.
• The company intends to offer 1,875,000 shares of common stock, coupled with a non-transferable right to receive up to one additional share for each share purchased after two years.
• The offering price is set at $8.00 per share.
• MDB Capital Holdings, LLC, the majority holder of Invizyne's common stock, is offering 4,013,769 shares of common stock.
• The company intends to list its common stock on the Nasdaq Capital Market under the symbol IZTC.
• The company is an emerging growth company and has taken advantage of certain reduced disclosure obligations.
• 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, sales and marketing efforts, expand research and development, and add to working capital.
• The company has granted the underwriter a 45-day option to purchase up to 281,250 additional shares to cover over-allotments.
• 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 technologies.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the company's innovative technology and potential for growth, it also acknowledges significant risks and uncertainties, including the company's pre-revenue status, dependence on additional funding, and competition in the market. The going concern statement from the independent accountants further contributes to a cautious sentiment.

Positives

• The company has a commercialization strategy to collaborate with third parties to engage in aspects of product research, testing, marketing, manufacturing, and product distribution.
• The company has received US government grants totaling $12,739,318 since inception.
• The Long Term Investor Right (LTIR) is intended to encourage investors in the initial public offering (an IPO Shareholder) to be long term holders of the purchased shares in this offering.

Negatives

• The company is a pre-revenue, development stage company with a limited operating history.
• The company anticipates needing additional funding in the future.
• The company is highly dependent on retaining scientific staff and hiring additional staff.
• 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.
• The company's independent accountants have issued their report with a going concern statement.

Risks

• The company may not be able to sustain its operations or become profitable.
• The synthetic biological platform being developed may not be able to develop a pipeline of commercial products.
• Regulatory hurdles may need to be satisfied before the bio-synthesized compounds can be marketed and commercially used.
• Laboratory conditions may not be reproduced in a commercial setting.
• The company's processes rely on the need for purified enzymes and co-factors, which are energy molecules, such as ATP (adenosine triphosphate, which is a molecule that stores and releases energy in cells) or NADPH (nicotinamide adenine dinucleotide phosphate, which is a molecule that is an essential electron donor and provides the reducing power for anabolic reactions and redox balance).
• The company is highly dependent on a small number of products, which are based on its principal technology.
• The company faces 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.
• 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 is an emerging growth company under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our 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 we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
• The company's independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until we are no longer an emerging growth company which will be for up to five years after this offering.
• 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 our existing executive officers, directors and significant stockholders may prevent new investors from influencing significant corporate decisions.
• The price of our Common Stock may have little or no relationship to the historical sales price of our capital stock in our private placement transactions to date.
• The company's failure to meet the continued listing requirements of Nasdaq could result in a delisting of our 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 we do 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 in the amount of $6.64 per share of Common Stock.
• 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 with our transfer agent for two years will lose the Long Term Investor Right and the 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 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 and further dilution to the holders of our Common Stock.

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 highlights Invizyne's position within the biomanufacturing industry, emphasizing its SimplePath platform as an alternative to traditional methods like chemical synthesis, natural extraction, and synthetic biology. It also acknowledges competition from other companies and research institutions in the synthetic biology market.

Comparison to Industry Standards

• The document mentions companies like Debut Biotech and Solugen Inc. that also promote cell-free enzymatic systems, but their processes use simpler pathways.
• Codexis, Inc. is mentioned for its partnership with Tate & Lyle and Merck & Co., Inc. on projects that use multi enzyme pathways, demonstrating the potential for complex enzyme cascades.
• The document also acknowledges competition from companies 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.

Related Party Transactions

• As of June 30, 2024, 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 related party loans are undocumented and amount to $2,871,498 as of June 30, 2024, and bear 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

• New investors will experience immediate dilution in the book value per share of the Common Stock they purchase.
• Existing shareholders may be diluted by future issuances of equity securities.
• The success of the offering and the company's future performance will impact the value of shareholders' investments.
• The company's ability to execute its business plan will impact employees, customers, and suppliers.

Next Steps

• The company intends to list its common stock on the Nasdaq Capital Market under the symbol IZTC.
• 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.

Key Dates

Keywords

IPO, initial public offering, biomanufacturing, enzymes, synthetic biology, common stock, Invizyne Technologies, MDB Capital, Long Term Investor Right, IZTC, prospectus