Correspondence 0001493152-24-035316 from Invizyne Technologies Inc (IZTC) (CIK 0002010788) (EXOZ)
Invizyne Technologies Inc (IZTC) (CIK 0002010788)
Date: Sept. 6, 2024 · CIK: 0002010788 · Accession: 0001493152-24-035316
AI Filing Summary & Sentiment
File numbers found in text: 333-198073, 333-276987
Letter
United States Securities and Exchange Commission Division of Corporation Finance – Office of Attention: Mr. Tyler Howes Comments to Amendment No. 4, to Registration Statement on Form S-1 Filed Date: August 1, 2024 Amendment No. 5 file date: September 6, 2024 File No. 333-276987
Dear Sirs and Mesdames:
Reference is made to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 8, 2024, commenting on Amendment No. 4, to the Registration Statement on Form S-1 (“Form S-1”), of Invizyne Technologies Inc. (the “Company”), which was filed on August 1, 2024.
I am responding on behalf of the Company, as its counsel, to the comment letter. The response format sets forth the Staff comment followed by the response thereto of the Company.
Amendment No. 4 to Registration Statement on Form S-1
General
1. Please revise the heading on the cover pages of both the primary prospectus and the resale prospectus to accurately reflect all securities being registered and offered. In this regard, we note the first paragraph of the Exhibit 5.1 legal opinion.
Securities and Exchange Commission
September 6, 2024
Page
RESPONSE:
In answer to the above comment and the discussion had with Mr. Howes, the opinion of Golenbock Eiseman Assor Bell & Peskoe, filed as Exhibit 5.1 to the Form S-1, has been amended and refiled in its entirety to change the numbers relating to the underwriter’s warrant and shares underlying the underwriter’s warrant so that they correspond to the number of warrants and shares as disclosed on the cover page of the prospectus forming a part of the Form S-1.
Additionally, because there is a change in the terms of the offering by the addition of a Long Term Investor Right (“LTIR”), which is a contractual obligation of the Company coupled with the shares being sold in the Company offering, we have added a heading to the Company offering prospectus for the LTIR.
2. We note your disclosure regarding the concentration of ownership of the company on pages 22 and 56. Please advise whether you will be a “controlled company” within the meaning of the Nasdaq corporate governance rules. If so, please include appropriate disclosure on both versions of the prospectus cover page, in the Prospectus Summary, provide risk factor disclosure of this status and disclose the corporate governance exemptions available to a controlled company. Note that the cover page and Prospectus Summary disclosure should include the identity of your controlling shareholder, the amount of voting power the controlling shareholder will own following the completion of the offering and whether you intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies.
RESPONSE:
After the consummation of the offering, MDB Capital Holdings, LLC will own on a beneficial basis, determined in accordance with Rule 13d-3 under the Securities Act of 1933, as amended, 48.89% of the common stock of the Company. If the overallotment option is exercised, that percentage will decrease. If you calculate the percentage on an actual outstanding share basis, then after the offering, MDB Capital Holdings, LLC will own 48.36% of the Company. Nasdaq defines a “controlled company” as a company of which more than 50% of the voting power for the election of its directors is held by a single person, entity or group. Therefore, for purposes of Nasdaq, the Company will not be treated as a controlled company.
*****
Securities and Exchange Commission
September 6, 2024
Page
Addition of LTIR to the Offering
The Company has decided to add a LTIR to the offering. I refer you to the Registration Statement 333-198073 where such a LTIR was offered by Second Sight Medical Products, Inc. in or about September 2014. The Company has added the disclosure about the LTIR to the S-1, Amendment #5 being filed at this time, reflecting the several comments over several letter from the SEC in the Staff’s review of that offering. This disclosure will be marked in the filing. Additionally, the fee table and the Golenbock opinion exhibits have been changed to reflect the LTIR.
The Company understands that its management persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the Securities and Exchange Commission.
If you have any questions about the foregoing, please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.
Very
truly yours,
/S/
Golenbock Eiseman Assor Bell & Peskoe LLP
Show Raw Text
CORRESP
1
filename1.htm
Attorneys
at Law | 711 Third Ave., New York, NY 10017-4014
T
(212) 907-7300 | F (212) 754-0330 | www.golenbock.com
Direct
Dial No.: (212) 907-7349
Direct
Fax No.: (212) 754-0330
Email
Address: AHudders @GOLENBOCK.COM
September
6, 2024
United
States Securities and Exchange Commission
Division
of Corporation Finance – Office of
Finance
Washington,
DC 20549
Attention:
Mr.
Tyler Howes
Ms.
Laura Crotty
Ms.
Christine Torney
Ms.
Kevin Kuhar
Re:
Invizyne
Technologies Inc.
Comments
to Amendment No. 4, to Registration Statement on Form S-1
Filed
Date: August 1, 2024
Amendment
No. 5 file date: September 6, 2024
File
No. 333-276987
Dear
Sirs and Mesdames:
Reference
is made to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated August 8, 2024, commenting on Amendment No. 4, to the Registration Statement on Form S-1 (“Form S-1”), of Invizyne
Technologies Inc. (the “Company”), which was filed on August 1, 2024.
I
am responding on behalf of the Company, as its counsel, to the comment letter. The response format sets forth the Staff comment followed
by the response thereto of the Company.
Amendment
No. 4 to Registration Statement on Form S-1
General
1.
Please revise the heading on the cover pages of both the primary prospectus and the resale prospectus to accurately reflect all
securities being registered and offered. In this regard, we note the first paragraph of the Exhibit 5.1 legal opinion.
Securities
and Exchange Commission
September
6, 2024
Page
2
RESPONSE:
In
answer to the above comment and the discussion had with Mr. Howes, the opinion of Golenbock Eiseman Assor Bell & Peskoe, filed as
Exhibit 5.1 to the Form S-1, has been amended and refiled in its entirety to change the numbers relating to the underwriter’s warrant
and shares underlying the underwriter’s warrant so that they correspond to the number of warrants and shares as disclosed on the
cover page of the prospectus forming a part of the Form S-1.
Additionally,
because there is a change in the terms of the offering by the addition of a Long Term Investor Right (“LTIR”), which is a
contractual obligation of the Company coupled with the shares being sold in the Company offering, we have added a heading to the Company
offering prospectus for the LTIR.
2.
We note your disclosure regarding the concentration of ownership of the company on pages 22 and 56. Please advise whether you will
be a “controlled company” within the meaning of the Nasdaq corporate governance rules. If so, please include appropriate
disclosure on both versions of the prospectus cover page, in the Prospectus Summary, provide risk factor disclosure of this status
and disclose the corporate governance exemptions available to a controlled company. Note that the cover page and Prospectus Summary
disclosure should include the identity of your controlling shareholder, the amount of voting power the controlling shareholder will
own following the completion of the offering and whether you intend to rely on any exemptions from the corporate governance
requirements that are available to controlled companies.
RESPONSE:
After
the consummation of the offering, MDB Capital Holdings, LLC will own on a beneficial basis, determined in accordance with Rule 13d-3
under the Securities Act of 1933, as amended, 48.89% of the common stock of the Company. If the overallotment option is exercised, that
percentage will decrease. If you calculate the percentage on an actual outstanding share basis, then after the offering, MDB Capital
Holdings, LLC will own 48.36% of the Company. Nasdaq defines a “controlled company” as a company of which more than 50% of
the voting power for the election of its directors is held by a single person, entity or group. Therefore, for purposes of Nasdaq, the
Company will not be treated as a controlled company.
*****
Securities
and Exchange Commission
September
6, 2024
Page
3
Addition
of LTIR to the Offering
The
Company has decided to add a LTIR to the offering. I refer you to the Registration Statement 333-198073 where such a LTIR was offered
by Second Sight Medical Products, Inc. in or about September 2014. The Company has added the disclosure about the LTIR to the S-1, Amendment
#5 being filed at this time, reflecting the several comments over several letter from the SEC in the Staff’s review of that offering.
This disclosure will be marked in the filing. Additionally, the fee table and the Golenbock opinion exhibits have been changed to reflect
the LTIR.
The
Company understands that its management persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, action or absence of action by the staff of the Securities and Exchange Commission.
If
you have any questions about the foregoing, please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.
Very
truly yours,
/S/
Golenbock Eiseman Assor Bell & Peskoe LLP
Golenbock
Eiseman Assor Bell & Peskoe LLP
cc:
Mr.
Michael Heltzen,
Chief
Executive Officer
Mr.
Mo Hayat,
President