SEC Comment Letter 0000000000-24-010822 to Invizyne Technologies Inc (IZTC) (CIK 0002010788) (EXOZ)
Invizyne Technologies Inc (IZTC) (CIK 0002010788)
Date: Sept. 23, 2024 · CIK: 0002010788 · Accession: 0000000000-24-010822
AI Filing Summary & Sentiment
File numbers found in text: 333-276987
Letter
September 23, 2024 Michael Heltzen Chief Executive Officer Invizyne Technologies Inc. 750 Royal Oaks Drive, Suite 106 Monrovia, CA 91016 Re:Invizyne Technologies Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed September 19, 2024 File No. 333-276987 Dear Michael Heltzen: We have reviewed your amended 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. 6 to Registration Statement on Form S-1 Dilution, page 26 1.We note from page 6 and throughout the filing that in connection with the initial public offering, each purchaser of your common stock in this initial public offering has the right to obtain, at no additional expense, up to one additional share of your common stock on the second anniversary of the closing date of the offering (the Long Term Investor Rights). Please tell us how you plan to account for the issuance of the Long Term Investor Rights citing the applicable authoritative accounting guidance. Description of Capital Long Term Investor Right to Receive Additional Shares, page 56 We note your response to our prior comment 3 and reissue in part. Please revise here to explain the methods you will use to confirm holders of your common stock are IPO Shareholders that are eligible to receive the Long Term Investor Rights. Please also 2.
September 23, 2024 Page 2 explain how you plan to enforce the condition that the Long Term Investor Rights are available only to IPO Shareholders. Please contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Andrew Hudders, Esq.
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September 23, 2024
Michael Heltzen
Chief Executive Officer
Invizyne Technologies Inc.
750 Royal Oaks Drive, Suite 106
Monrovia, CA 91016
Re:Invizyne Technologies Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed September 19, 2024
File No. 333-276987
Dear Michael Heltzen:
We have reviewed your amended 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. 6 to Registration Statement on Form S-1
Dilution, page 26
1.We note from page 6 and throughout the filing that in connection with the initial public
offering, each purchaser of your common stock in this initial public offering has the right
to obtain, at no additional expense, up to one additional share of your common stock on
the second anniversary of the closing date of the offering (the Long Term Investor
Rights). Please tell us how you plan to account for the issuance of the Long Term Investor
Rights citing the applicable authoritative accounting guidance.
Description of Capital
Long Term Investor Right to Receive Additional Shares, page 56
We note your response to our prior comment 3 and reissue in part. Please revise here to
explain the methods you will use to confirm holders of your common stock are IPO
Shareholders that are eligible to receive the Long Term Investor Rights. Please also 2.
September 23, 2024
Page 2
explain how you plan to enforce the condition that the Long Term Investor Rights are
available only to IPO Shareholders.
Please contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Andrew Hudders, Esq.