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United States securities and exchange commission logo
March 13, 2024
Michael Heltzen
Chief Executive Officer
Invizyne Technologies Inc.
750 Royal Oaks Drive, Suite 106
Monrovia, CA 91016
Re:Invizyne Technologies Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 14, 2024
File No. 333-276987
Dear Michael Heltzen:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note disclosures on page F-6 and F-22 that you elected to opt out of
the extended transition period for applying new or revised accounting standards. Please
revise the cover page of your filing to check the box indicating your election to not use
the extended transition period for complying with new or revised financial accounting
standards.
2.We note your disclosure on page 21 that the listing of the company's common stock on
Nasdaq is a closing condition to the offering under the underwriting agreement. Please
revise the cover page to disclose that the offering is contingent upon the listing.
3.Please revise the cover page to state that MDB Capital Holdings, LLC is the parent
company of Invizyne. In this regard we note your statement on page F-6 that the company
"is a technology development subsidiary of MDB Capital Holdings, LLC."

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 March 13, 2024 Page 2
 FirstName LastName
Michael Heltzen
Invizyne Technologies Inc.
March 13, 2024
Page 2
Table of Contents, page i
4.We refer to the second sentence of the second paragraph following your table of contents.
Please revise this sentence to remove the double negative as the current drafting
implies you have authorized third-parties to provide information differing from the
disclosures in this prospectus.
Prospectus Summary
Overview, page 1
5.Please revise the Summary to present a balanced view of the company by stating that you
are a pre-revenue, development stage company without a history of manufacturing,
product development, or marketing endeavors. Please also state that as of the date of the
prospectus the company's technology is still largely in development and products are
being produced at lab scale quantities only, with no assurance that products in
development will ever reach commercial scale quantities or become commercially viable,
as disclosed elsewhere.
6.Please revise both the Summary and Business sections generally to eliminate puffery and
marketing language used to describe the company and its SimplePath platform, as many
of the assertions appear premature based on your stage of development.
Alternatively, provide support for all such assertions. By way of example only, we note
the following:
•Your statement that Invizyne is "redefining" biomanufacturing.
•Your statement that Invizyne has developed a new technology that you believe has
the potential to "revolutionize the way molecules are created" and "revolutionize the
production of many valuable chemicals, drive industry expansion, and shape a more
sustainable future".
•Your statement that the process "radically simplifies" the biobased process of
synthesizing a new molecule and "eliminates many of the inherent limitations and
bottlenecks of legacy technologies".
•Descriptions of SimplePath as "groundbreaking".
•Your statement that Invizyne has the "potential to decarbonize the chemical sector".
•The following statement on page 37: "Much like how plastics transformed our society
in the 1960's, we believe that our Biomanufacturing 2.0 platform, SimplePath TM, is
the future of how everyday products will be delivered."
7.Please tell us your basis for your assertion that SimplePath is more
"efficient, environmentally friendly, and cost-effective" than traditional methods of
sourcing molecules. Please disclose if you or any third-parties have conducted studies to
confirm these claims.
8.Please revise this section to explain what your current commercialization plans are for
your cannabinoid applications of your SimplePath platform. In your revisions, please
clarify if you intend to out-license potential APIs, collaborate with third-parties or conduct

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 Comapany NameInvizyne Technologies Inc.
 March 13, 2024 Page 3
 FirstName LastName
Michael Heltzen
Invizyne Technologies Inc.
March 13, 2024
Page 3
clinical development on your own.
9.Please revise your disclosure in explain the basis for your statements here and elsewhere
that you have "successfully demonstrated" in the laboratory the feasibility of
manufacturing chemicals using SimplePath and that you believe your processes can be
"scaled up to achieve commercial production capabilities". In this regard we note your
risk factor disclosure that you have may never reach commercial scale quantities or
become commercially viable.
Summary of Risk Factors, page 3
10.We note the statement on page 4 and elsewhere that the company is a smaller reporting
company within the meaning of the Securities Act. Please revise the front page of the
registration statement to check the smaller reporting company box accordingly.
11.Please revise the last bullet point on page 4 to quantify the immediate dilution per share in
the net tangible book value of the common stock an investor may purchase in the offering,
as disclosed on pages 23 and 25.
Risk Factors, page 8
12.Please revise the risk factors section to include a risk factor regarding the conflict of
interest between the company and Public Ventures, LLC as the underwriter of the
offering.
13.Please revise this section to include a risk factor regarding the dilution that may be
experienced as a result of the selling security holder offering. Your discussion should
include the number of shares to be offered by the selling security holder versus the
number of shares being offered by the company directly.
Our systems rely on the need for purified enzymes and co-factors for the conversions of input
feedstock into final products. , page 11
14.We note your discussion of "co-factors" and "feedstock" both here and elsewhere in the
prospectus. Please revise your disclosure to explain the meaning of these terms in the
context discussed.
15.We note the following statement on page 11: "We have observed continuous conversion
of input feedstock into product for a time period of at least seven days." Please revise this
risk factor to explain the significance of this statement and the disclosure that follows.

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 March 13, 2024 Page 4
 FirstName LastName
Michael Heltzen
Invizyne Technologies Inc.
March 13, 2024
Page 4
We currently have limited accounting personnel with the background in public company
accounting and reporting., page 19
16.Please revise this risk factor to explain the material risk presented by potential future
material weaknesses in the company's controls and procedures.
Dividend Policy, page 24
17.Please revise your disclosure in this section to note the share dividend declared and paid
on February 7, 2024.
Dilution, page 25
18.Please tell us and revise your filing as necessary to explain how you have determined the
net tangible book value of $3.0 million, or $0.30 per share of Common Stock as of
September 30, 2023 and pro forma as adjusted net tangible book value as of September
30, 2023, of approximately $3.0 million, or $0.24 per share of Common Stock.
Additionally, please reconcile the disclosures in the first two paragraphs of net tangible
book value per share and pro forma as adjusted net tangible book value per share with the
dilution table on page 25.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Estimates
Stock Based Compensation, page 32
19.Please explain to us how you determined the fair value of the common stock underlying
your equity issuances and the reasons for any differences between the recent valuations of
your common stock leading up to the initial public offering and the estimated offering
price. This information will help facilitate our review of your accounting for equity
issuances including stock compensation. Please discuss with the staff how to submit your
response.
Business
Overview, page 35
20.We note your disclosure stating that you have received grants from two non-governmental
sources in addition to the grants from the DOE and NIH. Please revise your disclosure to
provide more background on these grants, including a discussion of what the grants were
for, any material terms of the grants and the names of the non-governmental parties.
Opportunity for Cell-Free Multi-Step Enzyme Biocatalysis, page 35
21.Please define the term "enzyme cascade" at first use.

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 March 13, 2024 Page 5
 FirstName LastName
Michael Heltzen
Invizyne Technologies Inc.
March 13, 2024
Page 5
Our Solution, page 37
22.We note your references both here and elsewhere to "green" solutions, manufacturing
systems, and operating conditions. Please revise your disclosure to clarify the meaning
you are attributing to the term as used, including a discussion of related regulatory
standards.
Current Lead Applications of SimplePath
Cannabinoids as APIs, page 38
23.We note your references to "therapeutic" applications for cannabinoids. Please revise to
clarify whether the cannabinoid compounds that you discuss when incorporated into
products would require clinical testing and FDA approval prior to commercialization. If
not, please clarify how and in what types of products such compounds would be used.
24.We note your disclosure stating that you believe you will be able to "more efficiently"
develop your cannabinoids for testing in certain indications. Please revise to clarify what
is meant by the term "indication" in this context. To the extent you are referring to the use
of your cannabinoid products for treating a particular disease or condition, please remove
any implication that you will be able to "more efficiently" develop your cannabinoids.
Intellectual Property, page 40
25.Please revise your disclosure to include the type of patent protection (e.g., composition of
matter, method of use or process) and expiration dates or potential expiration dates, if
granted, for the ten patents and patent applications discussed in this section. Please
disclose the same information in relation to the six patents licensed from UCLA.
Our Business Model, page 40
26.Please revise here, or wherever else appropriate, to discuss the material terms of your joint
venture with Neuractas Therapeutics. Please also file this agreement as an exhibit to your
registration statement or tell us why you believe such a filing is not necessary.
27.Please explain what is meant by the phrase "key-to-the-kingdom."
Key terms of the license agreement with UCLA, page 41
28.Please revise the discussion of your licensing agreement with UCLA to disclose the
royalty rates, or royalty rate ranges not to exceed ten percentage points, and quantify the
minimum annual royalties and potential aggregate milestone payments due under this
agreement. Please also disclose the aggregate amount of all payments made to date and
add a risk factor disclosing that when you begin commercial sales your royalty obligations
under this agreement may exceed your revenues from product sales. Please file the
agreement as an exhibit to your registration statement. Refer to Item 601(b) of Regulation
S-K.

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 March 13, 2024 Page 6
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Invizyne Technologies Inc.
March 13, 2024
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Regulation, page 41
29.Please revise this section to provide a more fulsome discussion of the regulatory regimes
that govern commercial sales of your products. For example only, please discuss the
regulations surrounding using cannabinoids, and other cannabis derived products, in the
therapeutic or medical context.
Executive Compensation, page 49
30.Please disclose if you have entered into employment agreements with each of your named
executive officers. If you have entered into employment agreements with these executive
officers, please file the agreements as exhibits to your registration statement. Refer to Item
601(b)(10) of Regulation S-K for guidance.
31.Please revise the compensation table on page 49 to include the principal position of each
listed individual.
Certain Relationships and Related Party Transactions, page 51
32.Please revise this section to include disclosure of all information required by Item 404(d)
of Regulation S-K.
Principal Stockholders, page 51
33.Please revise the table on page 52 to identify the natural person(s) with voting
and/or dispositive control over the shares held by MBD Capital Holdings, LLC.
Unaudited Financial Statements for the Interim Period Ended September 30, 2023
Notes to the Consolidated Financial Statements
8. Exclusive License Agreement (Invizyne), page F-12
34.Please revise your disclosure to identify the type of milestone (i.e. regulatory,
development, sales, etc.) that the company has not yet achieved. Additionally, disclose a
cumulative quantitative amount for each category of milestones.
Consolidated Audited Financial Statements for the Years Ended December 31, 2022 and 2021
Consolidated Balance Sheets, page F-17
35.Please revise your presentation for the years ended December 31, 2022 and 2021 to add a
line before the sub-total for current liabilities.
Item 16. Exhibits and Financial Statement Schedules, page II-3
36.Please refile your exhibits in the proper text-searchable format. Refer to Item 301 of
Regulation S-T for guidance.
37.Please file the executed SAFE agreements dated July 3, 2023, as it appears that you have
only filed the form of such agreements as Exhibit 4.2.

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 March 13, 2024 Page 7
 FirstName LastNameMichael Heltzen
Invizyne Technologies Inc.
March 13, 2024
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General
38.Please revise the cover page of the selling security holder prospectus to clarify the timing
of the resale offering. In this regard, we note that the primary offering may not commence
unless the Nasdaq listing is obtained. Please clearly state whether the resale may occur
simultaneously with the initial public offering of shares by Public Ventures, LLC on
behalf of the company if the listing is approved, or whether the resale may only
commence once the initial public offering has closed.
39.As it appears the conversion of the SAFE investments pursuant to their terms will not
occur until the consummation of the initial public offering, revise to remove the securities
issued pursuant to the conversion of the SAFEs from the selling security holder
prospectus. Refer to Securities Act Section 5 C&DI 139.11.
40.Given the company will bear all fees and expenses incident to the resale registration
statement, the fact that the resale component appears necessary to create a market for the
company's listing, and your statements that the company is a subsidiary of the selling
security holder and your references to the selling security holder as the parent of the
company, it appears that the resale portion of the offering should be deemed an indirect
primary being conducted by or on behalf of the issuer. As such, please name the selling
security holder as an underwriter and fix a price at which the resale shares will sell for the
duration of the offering.
41.P