SecProbe.io

CORRESP
 1
 filename1.htm

 Exozymes
Inc.

 750
Royal Oaks Drive, Suite 106

 Monrovia,
CA 91016

 (626)
415-1488

 January
22, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Exozymes
 Inc.

 Registration
Statement on Form S-3, File No. 333- 292781

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: January 23, 2026

 Requested
Time: 4:30 pm, Eastern Time

 Ladies
and Gentlemen:

 Exozymes
Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement on Form S-3 (File
No. 333-292781) be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared and become
effective at 4:30 p.m. Eastern time on January 23, 2026, or as soon thereafter as possible, or at such later time as the Company may
orally request via telephone call to the staff of the Commission (the "Staff"). The Company hereby authorizes Andrew D. Hudders
of Golenbock Eiseman Assor Bell & Peskoe, LLP, counsel to the Company, to make such request on its behalf.

 Please
contact our counsel, Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe LLP, on (212) 907-7349, with any questions you may
have regarding this request. In addition, the Company requests that you kindly notify Mr. Hudders by telephone when this request for
acceleration has been granted.

 Sincerely
 yours,

 /S/
 Michael Heltzen

 Michael
 Heltzen

 Chief
 Executive Officer

CORRESP
1
filename1.htm

November
6, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Invizyne
    Technologies, Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-276987) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
Public Ventures LLC (doing business as “MDB Capital”), as representative of the underwriters of the offering, hereby joins
the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to
become effective on Friday, November 8, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through November 6, 2024, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated October 21, 2024, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus. We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    PUBLIC VENTURES LLC

    By:
     /s/
    Anthony DiGiandomenico

     Name:
     Anthony DiGiandomenico

     Title:
     Head of New Venture Discovery

CORRESP
1
filename1.htm

Invizyne
Technologies Inc.

750
Royal Oaks Drive, Suite 106

Monrovia,
CA 91016

(626)
415-1488

November
6, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes, Esq

    Re:
    Invizyne
    Technologies Inc.

    Registration
Statement on Form S-1, File No. 333- 276987

    REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: November 8, 2024

Requested
Time: 4:30 pm, Eastern Time

Ladies
and Gentlemen:

Invizyne
Technologies Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on
Form S-1 (File No. 333-276987) be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared
and become effective at 4:30 p.m. Eastern time on November 8, 2024, or as soon thereafter as possible, or at such later time as the Company
may orally request via telephone call to the staff of the Commission (the “Staff”). The Company hereby authorizes Andrew
D. Hudders of Golenbock Eiseman Assor Bell & Peskoe, LLP, counsel to the Company, to make such request on its behalf.

Please
contact our counsel, Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe LLP, on (212) 907-7349, with any questions you may
have regarding this request. In addition, the Company requests that you kindly notify Mr. Hudders by telephone when this request for
acceleration has been granted.

    Sincerely
    yours,

    /S/
    Michael Heltzen

    Michael
    Heltzen

    Chief
    Executive Officer

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

October
31, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance – Office of

Life
Sciences

Washington,
DC 20549

    Attention:
    Mr.
    Tyler Howes

    Ms.
    Laura Crotty

    Ms.
    Christine Torney

    Ms.
    Lynn Dicker

    Re:
    Invizyne
    Technologies Inc. (“Invizyne”)

    Response
    to Comments to Amendment No. 8, to Registration Statement on Form S-1

    Staff
    Letter dated October 30, 2024

    Registration
    Statement Amendment Filed Date: October 21, 2024

    File
    No. 333-276987

Dear
Mr. Howes:

The
Staff has asked for an analysis under Rule 152 (“Rule 152”) of the Securities Act of 1933, as amended, as to why the concurrent
private offering of warrants (“Private Warrants”) should not be integrated with the initial public offering of common stock
in a registered offering by Invizyne Technologies Inc. (“Invizyne”). The Staff has also asked that in our response we address
the timing and circumstances under which the accredited investors first engaged with Invizyne with respect to each offering, what materials
related to the public offering the issuer has provided to the investors, and how the proposed private placement complies with Rule 502(c)
of Regulation D.

Rule
152 provides a simplified approach to the integration of offerings that look to the facts and circumstances of each offering that is
the subject of the integration analysis. The general principle found in Rule 152(a) covers all offerings that are not covered by one
of the four safe harbors found in Rule 152(b). Rule 152(a) indicates that offers and sales will not be integrated if, based on the particular
facts and circumstances, the issuer is able to establish that the private offering that is concurrent with a public offering is entitled
to the criteria for a private offering. Rule 152(a) states that the issuer must have a reasonable belief, based on facts and circumstances,
with respect to each purchaser in the exempt offering prohibiting general solicitation, that the issuer (or any person acting on the
issuer’s behalf—e.g., a broker-dealer or investment adviser) either: (a) did not solicit such purchaser through the use of
general solicitation; or (b) established a substantive relationship with such purchaser prior to the commencement of the exempt offering
prohibiting general solicitation. We understand that if a permissible general solicitation for one offering describes the material terms
of a concurrent or subsequent offering for which general solicitation is not permitted, the solicitation may violate the prohibition
on general solicitation in the concurrent or subsequent offering.

    1

We
will demonstrate that there was both (a) no general solicitation of the Purchaser for its agreement to acquire the Private Warrants,
and (b) there was a prior long-standing, substantive relationship between Invizyne and the Purchaser.

The
Purchaser has had a multi-decade investor relationship with MDB Capital Holdings, LLC and its predecessor entities. It is understood
that the Purchaser will use two funds controlled by the Purchaser and, possibly, a trust controlled by the Purchaser to make the overall
investment in the Private Warrants and the public offering. The Purchaser’s current accounts for the funds and trust through which
an investment in the Private Warrants and public offering will be made date to as early as August 2012. The Purchaser, taken as a whole
through his personal wealth and the aggregated value of the several funds through which the Purchaser makes investments is worth over
$150 million.

(a)
The Purchaser became acquainted with the potential of investing in Invizyne substantially prior to the filing of the Invizyne
Registration Statement on Form S-1 on February 9, 2024, Registration Statement No. 333- 276987 (“Invizyne Registration Statement”).

As
a significant investor in many offerings through MDB Capital Holdings, LLC, in respect of Invizyne the Purchaser had numerous personal
presentations made to it by the officers of Invizyne and the investment bankers of MDB Capital Holdings, LLC, about an investment in
Invizyne. These meetings included those on the following dates: February 4, 2022, July 1, 2023, and July 12, 2023, and several emails
exchanges with officers of Invizyne in July and August 2023. At these meetings and exchanges, the general business of Invizyne and the
financial statements of Invizyne, which formed a part of the financial disclosure of MDB Capital Holdings, LLC, were discussed along
the lines of the disclosures being made by MDB Capital Holdings, LLC in its private offering of limited liability interests concluded
in 2022 and then its 2023 initial public offering of limited liability interests (see MDB Registration Statement referenced below).

The
Purchaser participated in the public offering of MDB Capital Holdings, LLC. In the registration statement for that offering, Registration
Statement 333-268318 (“MDB Registration Statement”), which was declared effective July 25, 2023, there was substantive disclosure
concerning the business of Invizyne, as it was a significant subsidiary of MDB Capital Holdings, LLC and the financial statements of
Invizyne were integrated and consolidated with those of MDB Capital Holdings, LLC, the parent company, and included in the aforementioned
MDB Registration Statement. The MDB Registration Statement did not indicate when or on what terms a public offering of securities might
take place by Invizyne.

In
connection with the initial public offering by MDB Capital Holdings, LLC, the Purchaser was provided with the above referenced MDB Registration
Statement and related prospectus.

    2

The
Purchaser, in relation to its investment in the common stock of Invizyne being offered in the initial public offering, was provided the
Invizyne Registration Statement and various prospectuses and free writing prospectuses of Invizyne, all filed as part of the Invizyne
Registration Statement, during the period from the filing of the Invizyne Registration Statement in February 2024 to date.

For
the terms of the Private Warrants, the only written materials have been the forms of the Private Placement Warrant (October 2024) and
Securities Purchase Agreement for Warrant Private Placement (October 2024), both of which were filed with the Invizyne Registration Statement
as referenced above. The Private Warrant offering was discussed with the Purchaser and not otherwise disclosed to the public, in any
form, prior to its first public disclosure in the Amendment No. 8, to the Invizyne Registration Statement, filed October 21, 2024. The
terms of the Private Warrant were developed during the week of October 7, 2024, in negotiations between the Purchaser and MDB Capital,
the underwriter for the public offering by Invizyne, and Invizyne, and then finalized and documented with the Purchaser on October
11, 2024, which terms and documents were accepted by the Purchaser later that same day.

In
sum, the Purchaser has had a long knowledge relationship with Invizyne starting well prior to any public offering of securities
by Invizyne. The Purchaser was aware of the public offering of common stock by Invizyne through the usual means of a prospectus and free
writing prospectus. As to knowledge of the Private Warrants, that was discussed privately and fully documented through specific agreements
and accepted by the Purchaser with Invizyne prior to any public publication of the offering of the Private Warrants.

(b)
The Purchaser has a prior substantive relationship with Invizyne.

In
addition to the regular contact between the Purchaser and Invizyne described above, and the demonstrated long-standing interest that
the Purchaser has had in Invizyne, as of December 31 2023, based on internal records of MDB Capital Holdings, LLC, the Purchaser owned
approximately 1.54% of the limited liability interests of MDB Capital Holdings, LLC, which equates to an approximate 1.0% indirect, beneficial
interest of the common stock of Invizyne. It should be pointed out that MDB Capital Holdings, LLC is treated for tax purposes as a partnership.

Based
on the foregoing, it is respectfully submitted that the offering of the common stock in a registered public offering and the offering
of the Private Warrants to a single Purchaser through several investment vehicles, that was not publicly disclosed prior to completion
of the negotiations and documentation of the Private Warrant terms should not be integrated under the principles of Rule 152. Moreover,
the constraints of Rule 502(c) were adhered to in developing the terms and documentation and then making the offer of the Private Warrants
to the Purchaser.

    Sincerely,

    /S/
    Andrew D. Hudders

    Andrew
    D. Hudders

    3

October 30, 2024
Michael Heltzen
Chief Executive Officer
Invizyne Technologies Inc.
750 Royal Oaks Drive, Suite 106
Monrovia, CA 91016
Re:Invizyne Technologies Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed October 21, 2024
File No. 333-276987
Dear Michael Heltzen:
            We have reviewed your amended registration statement and have the following
comment.
            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. 8 to Registration Statement on Form S-1
General
1.We note your newly added disclosure regarding the private placement to be completed
concurrently with the public offering, which provides that the number of private
warrants to be issued in the private placement will be tied to the number of shares of
common stock purchased by certain accredited investors in the public offering. Please
provide your analysis under Rule 152 of the Securities Act as to why the two offerings
should not be integrated. Please specifically address the timing and circumstances
under which the accredited investors first engaged with the company with respect to
each offering, what materials related to the public offering the issuer has provided to
those investors, and how the proposed private placement complies with Rule 502(c) of
Regulation D.

October 30, 2024
Page 2
            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.

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

October
25, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance – Office of

Life
Sciences

Washington,
DC 20549

Attention:	    Mr.
Tyler Howes

Ms.
Laura Crotty

Ms.
Christine Torney

Ms.
Lynn Dicker

    Re:
    Invizyne
                                            Technologies Inc. (“Invizyne”)

    File
    No. 333-276987

Dear
Mr. Howes:

Pursuant
to our conversation this morning, here are five financings where there was a concurrent private placement, three
of which were IPOs.

BioAge
Labs, Inc.

IPO

September
25, 2024

Registration
Nos. 281901 and 282334

https://www.sec.gov/Archives/edgar/data/1709941/000119312524226927/d835745d424b4.htm

Landbridge
Company LLC

IPO

June
27, 2024

Registration
Statement No. 333-279893

https://www.sec.gov/Archives/edgar/data/1995807/000119312524172433/d752700d424b4.htm

Clearsign
Technologies Corp.

Secondary

April
19, 2024

Registration
No. 333-265967

https://www.sec.gov/Archives/edgar/data/1434524/000110465924050203/0001104659-24-050203-index.html

LegalZoom.com,
Inc.

IPO

June
29, 2021

Registration
No. 333-256803

https://www.sec.gov/Archives/edgar/data/1286139/000119312521204774/d146270d424b4.htm

Safehold
Inc.

Secondary

August
7, 2023

Registration
No. 333-271113

https://www.sec.gov/Archives/edgar/data/1095651/000110465923089339/0001104659-23-089339-index.html

As
mentioned in the telephone call, the one individual that is committed to the warrant purchase is a long term investor in MDB Capital
transactions. He is an investor in MDB Capital Holdings LLC, so he is currently an indirect investor in Invizyne, through that
limited liability company, which is treated as a partnership. This investor is making a substantial investment in the initial
public offering of Invizyne. There is a possible second person that would be similarly situated. There are only two such persons that
would participate in the private placement.

Please
contact me for further information.

Sincerely,

  /s/
  Andrew D. Hudders

Andrew
D. Hudders

CORRESP
1
filename1.htm

Invizyne
Technologies Inc.

750
Royal Oaks Drive, Suite 106

Monrovia,
CA 91016

(626)
415-1488

October
9, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes, Esq

    Re:
    Invizyne
    Technologies Inc.

    Registration
    Statement on Form S-1, File No. 333- 276987

    WITHDRAWAL
    OF ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Invizyne
Technologies Inc. (the “Company”) hereby requests withdrawal of the previously sought effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-276987) of 4:30 p.m. Eastern time on October 9, 2024. The underwriter of the Company
offering concurs in this requested withdrawal.

Please
contact our counsel, Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe LLP, on (212) 907-7349, respectively, with any questions
you may have regarding this request.

    Sincerely
    yours,

    /S/
    Michael Heltzen

    Michael
    Heltzen

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Invizyne
Technologies Inc.

750
Royal Oaks Drive, Suite 106

Monrovia,
CA 91016

(626)
415-1488

October
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes, Esq

  Re:
  Invizyne Technologies Inc.

Registration
Statement on Form S-1, File No. 333- 276987

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: October 9, 2024

Requested
Time: 4:30 pm, Eastern Time

Ladies
and Gentlemen:

Invizyne
Technologies Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on
Form S-1 (File No. 333-276987) be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared
and become effective at 4:30 p.m. Eastern time on October 9, 2024, or as soon thereafter as possible, or at such later time as
the Company may orally request via telephone call to the staff of the Commission (the “Staff”). The Company hereby authorizes
Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe, LLP, counsel to the Company, to make such request on its behalf.

Please
contact our counsel, Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe LLP, on (212) 907-7349, with any questions
you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Hudders by telephone when this request
for acceleration has been granted.

    Sincerely
    yours,

    /S/
    Michael Heltzen

    Michael
    Heltzen

    Chief
    Executive Officer

CORRESP
1
filename1.htm

MDB
Capital

14135
Midway Road, Suite G-150

Addison,
TX 75001

Tel:
(945) 262-9010

October
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Invizyne
    Technologies, Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-276987) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), MDB Capital, the operating name of Public Ventures, LLC, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Wednesday, October
9, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise
you that, through October 7, 2024, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as “E-red” copies, of the Preliminary Prospectus
dated October 4, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    PUBLIC VENTURES, LLC

    (MDB Capital)

    By:

    /S/
    Anthoney DiGiandomenico

    Name:

    Anthony
    DiGiandomenico

    Title:

    Head
    of New Venture Discovery

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
26, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance – Office of

Life
Sciences

Washington,
DC 20549

    Attention:
    Mr.
    Tyler Howes

    Ms.
    Laura Crotty

    Ms.
    Christine Torney

    Ms.
    Lynn Dicker

    Re:
    Invizyne
    Technologies Inc.

    Response
    to Comments to Amendment No. 6, to Registration Statement on Form S-1

    Filed
    Date: September 19, 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 September 23, 2024, commenting on Amendment No. 6, to the Registration Statement on Form S-1 (“Form S-1”), of Invizyne
Technologies Inc. (the “Company”), which was filed on September 19, 2024.

I
am responding on behalf of the Company, as its counsel, to the comment letter. You have kindly permitted the Company to indicate the
intended changes to the prospectus contained in the Form S-1 by means of this letter. I have included the specific changes below in response
to the comment and provided as an addendum hereto the full section with lined changes.

Once
the Staff of the SEC has had an opportunity to review the full sections and the lined changes, and indicate further comments, if any,
then the Company will file the full amendment to reflect these changes and responses to any other comments of the Staff that may arise.

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.

RESPONSE

In
response to the accounting comment above, the Company has amended the prospectus included in the Form S-1 to include a statement of the
accounting treatment that the Company will use to reflect the LTIR in its future financial statements. This disclosure is based on the
description of the LTIR, as amended, in the Form S-1.

Language
to be inserted:

    Securities and Exchange Commission

September 26, 2024

Page 2

The
LTIR is an equity instrument that will be accounted for as a component of the price per IPO Share purchased by the IPO Shareholder in
the IPO. For reporting periods after the IPO until termination of the LTIR, in the calculation of basic earnings per share, the shares
of Common Stock associated with the LTIR will be treated as contingently issuable shares and, therefore, will not be included in basic
earnings per share until the actual number of shares can be calculated and the shares have been issued.

At
the end of each reporting period after the IPO, the Company will disclose the potential dilutive effect of the LTIR, including the number
of shares of Common Stock that could be issuable on the closing date of the period, based on the actual share price movements since the
closing of the IPO. This calculation will be provided in the dilution disclosure section in the earnings per share footnote to the consolidated
financial statements of the Company. If a share of Common Stock trades in excess of the thresholds as described above, then the LTIR
will terminate, and there will be no accounting effect on the consolidated financial statements, which the Company will report in the
notes to the consolidated financial statements included in its next succeeding periodic filing with the SEC.

As
described above, the number of shares of Common Stock that may be issued pursuant to the LTIR will depend on the per share price less
the movement average subsequent to the closing of the IPO, and as such cannot be reasonably estimated at this time and is not probable
of issuance. The Company will disclose the terms and conditions of the LTIR and the accounting policy with respect to the LTIR in the
notes to the consolidated financial statements, and will account for the issuance of the contingent shares of Common Stock in the consolidated
balance sheet once the shares of Common Stock have been calculated and issued pursuant to the LTIR.

Description
of Capital

Long
Term Investor Right to Receive Additional Shares, page 56

2. 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 explain how you plan
to enforce the condition that the Long Term Investor Rights are available only to IPO Shareholders.

RESPONSE

The
Company has edited the prior description of the process to verify the entitlement to the supplemental shares of Common Stock under the
LTIR. The description has been edited to further describe and clarify the verification process that the Company will follow.

Edited
disclosure to be inserted:

“In
connection with this offering, each IPO Shareholder, who purchases IPO Shares from the underwriter or selected dealer of the underwriter,
may qualify to receive up to, but no more than, one additional share of common stock from us for each share purchased in this offering
(“IPO Supplemental Shares”) pursuant to the obligation of the Company in association with the sale of the offered shares.
In order to qualify to receive IPO Supplemental Shares, if any, an IPO Shareholder must, within 90 days following the closing date of
the offering (the “Closing Date”), take whatever action necessary (i) to become the direct registered owner of his, her or
its IPO Shares through the Company’s transfer agent, or (ii) hold the shares in a broker account with any of the underwriter or
selected dealers of this offering for the entire two year period. The underwriter is MDB Capital and the selected dealers are Cambria
Capital LLC and Paulson Investment Company LLC. The 90 day period is to provide sufficient time for the IPO Shareholder to make its transfer
of IPO Shares to the transfer agent.

The
IPO Shareholders that are entitled to the IPO Supplemental Shares will be verified as of the offering date and at the end of the LTIR
holding period, by the transfer agent and the underwriter and selected dealers who will review their records and certify to the Company
those IPO Shareholders who have satisfied the requirements of the LTIR. Pursuant to NASDAQ requirements, the IPO investors are recorded
with the exchange by name and shareholding in the IPO. Therefore, persons purchasing shares after the IPO in the immediate aftermarket
will not be able to buy shares and deliver them to the transfer agent to appear as if they were holders of the IPO Shares. If the LTIR
is not cancelled during the holding period (see below), then at the end of the two-year holding period when IPO Supplemental Shares are
due, each of the Company transfer agent, the underwriter and the selected dealers, will examine the accounts of the IPO Shareholders
and certify to the Company those IPO Shareholders that have met the continuous two-year holding period requirement, subject to the exceptions
stated below. The Company will verify the certifications against the initial list of IPO Shareholders provided to NASDAQ. The Company
reserves the right to request the IPO Shareholders to provide other documentation to demonstrate their continuous holding of the IPO
Shares for the entire holding period. Once verified as to being holders of IPO Shares at the time of the offering and through the entire
two-year holding period, the Company will provide to the transfer agent documentation to issue the IPO Supplemental Shares, which is
expected to take up to ten business days after final Company verification.”

*****

    Securities and Exchange Commission

September 26, 2024

Page 3

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

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.

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 19, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance – Office of Life Sciences

Washington,
DC 20549

    Attention:
    Mr.
    Tyler Howes

    Ms.
    Laura Crotty

    Ms.
    Christine Torney

    Ms.
    Lynn Dicker

    Re:

    Invizyne
                                            Technologies Inc.

    Response
    to Comments to Amendment No. 5, to Registration Statement on Form S-1

    Filed
    Date: September 6, 2024

    Amendment
    No. 6 file date: September 19, 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 September 17, 2024, commenting on Amendment No. 5, to the Registration Statement on Form S-1 (“Form S-1”), of Invizyne
Technologies Inc. (the “Company”), which was filed on September 6, 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.

Securities
and Exchange Commission

September 19, 2024

Page
2

Amendment
No. 5 to Registration Statement on Form S-1

Description
of Capital

Long
Term Investor Right to Receive Additional Shares, page 56

1.
We note you describe the LTIRs as “contractual obligations” of the company. Please either file the written contract evidencing
the LTIRs as an exhibit to the registration statement, or, if there is no written instrument evidencing the terms of the LTIRs, revise
the prospectus to include a representation that the prospectus contains a full description of the rights and revise your disclosure as
necessary. Refer to Item 601(b)(4) of Regulation S-K for guidance.

RESPONSE:

There
has been added to the descriptions of the LTIR the following representation by the Company: “The terms of the LTIR are embodied
in this prospectus, which contains a full description of the rights. There is no separate instrument defining the terms of the LTIR,
and investors will be able to enforce their rights by reference to this prospectus.”

The
word “contractual” in association with the LTIR has been deleted.

2.
Please revise your disclosure to briefly describe the reasons you are granting LTIRs and the purposes they are intended to accomplish,
including the purposes of the 90-day direct registration feature, inability to transfer IPO shares without forfeiture and the two-year
holding period. For instance, address the length of time the proceeds may be adequate, the goal of encouraging and rewarding long-term
investors, and your intent to provide those investors with an opportunity to double their investment or to neutralize or reduce a potential
loss. Please tie this explanation to the example of how the LTIR formula will work, as described on pages 6 and 57.

RESPONSE:

The
disclosure has been revised to include a statement of the purpose of the LTIR, which is to encourage initial investors to hold their
IPO shares for a longer period rather than “play the market.” The 90-day transfer period has been explained to indicate that
it is to provide sufficient time for an IPO investor to make the transfer to the transfer agent, underwriter or selected dealer so as
to be able to participate in the LTIR. There has been added a cautionary statement in the description of the LTIR that a transfer prior
to the end of the two-year period would result in a forfeiture of the right. This separate statement in the description on page 57 supplements
the descriptions and the risk factors that are otherwise included in the prospectus about the LTIR.

A
statement about the anticipated length of time for the use of proceeds has been added to the description of the LTIR on page 57-58, but
that is not relevant to the LTIR because the LTIR is attached to the IPO shares and is not affected by any subsequent equity or other
equity based offerings by the Company. This fact is pointed out in an addition to the description of the LTIR.

A
statement has been added to the description of the LTIR about the purpose of the LTIR, in the descriptions on pages 6 and 57-58.

Securities
                                            and Exchange Commission

September 19, 2024

Page
3

3.
We note that only investors who purchase shares from the underwriter or selected dealer of the underwriter will qualify to receive the
IPO Supplemental Shares pursuant to the LTIR. In this regard, please explain how investors will be able to determine that they will acquire
LTIRs in connection with their purchase. For instance, please explain how investors will know that the dealer from whom they purchased
shares in the IPO is a “selected dealer of the underwriter” such that they will acquire LTIRs. Also, please revise to explain
how you will verify whether an investor purchased shares in the IPO versus through the trading market during the 90 days following the
IPO, and how you will enforce the condition that the LTIRs are available only to IPO shareholders.

RESPONSE:

There
has been added information as to who the underwriter and the selected dealers are in the offering, so that IPO investors will know who
these persons are if they elect to deposit their IPO shares therewith. Since the LTIR is part of the obligation of the Company with respect
to the IPO shares, the issuance of the additional shares is automatic if the IPO investor follows the requirements of the LTIR. There
is a high level of internal information available through the transfer agent, underwriter and selected dealers. For example, the initial
IPO investors have to be verified to NASDAQ as part of the listing application, by name and share number and the underwriter/broker who
is selling the shares in the IPO to the IPO investor. So, the starting point is clear. For the purposes of satisfying the holding period,
the underwriter, selected dealers and transfer agent will certify the shares being held during the full two-year holding period by reference
to their account records, and the Company will be able to match those holdings with the initial IPO investor list, which it has pursuant
to the NASDAQ listing application. The information is available to the Company, and it will not be difficult to ascertain who is entitled
to the extra shares. The issuance of the shares under the LTIR will be automatic, which is stated in the description of the LTIRs.

4.
In relation to the LTIRs, because purchasers must hold the shares for two years before the underlying shares become issuable, it is our
view that the registration statement must be kept updated through the actual issuance of the shares underlying the long-term investment
rights. Please confirm that you will maintain an effective registration statement during the two-year holding period until the shares
underlying the rights are issued.

RESPONSE:

The
Company confirms that it will maintain an effective registration statement during the two-year holding period for issuance of the shares
underlying the LTIR rights.

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.

Securities
                                            and Exchange Commission

September 19, 2024

Page
4

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

September 17, 2024
Michael Heltzen
Chief Executive Officer
Invizyne Technologies Inc.
750 Royal Oaks Drive, Suite 106
Monrovia, CA 91016
Re:Invizyne Technologies Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed September 6, 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. Unless we note otherwise,
any references to prior comments are to comments in our August 8, 2024, letter.
Amendment No. 5 to Registration Statement on Form S-1
Description of Capital
Long Term Investor Right to Receive Additional Shares, page 56
1.We note you describe the LTIRs as "contractual obligations" of the company. Please
either file the written contract evidencing the LTIRs as an exhibit to the registration
statement, or, if there is no written instrument evidencing the terms of the LTIRs, revise
the prospectus to include a representation that the prospectus contains a full description of
the rights and revise your disclosure as necessary. Refer to Item 601(b)(4) of Regulation
S-K for guidance.
Please revise your disclosure to briefly describe the reasons you are granting LTIRs and
the purposes they are intended to accomplish, including the purposes of the 90-day direct
registration feature, inability to transfer IPO shares without forfeiture and the two-year
holding period. For instance, address the length of time the proceeds may be adequate, the 2.

September 17, 2024
Page 2
goal of encouraging and rewarding long-term investors, and your intent to provide those
investors with an opportunity to double their investment or to neutralize or reduce a
potential loss. Please tie this explanation to the example of how the LTIR formula will
work, as described on pages 6 and 57.
3.We note that only investors who purchase shares from the underwriter or selected dealer
of the underwriter will qualify to receive the IPO Supplemental Shares pursuant to the
LTIR. In this regard, please explain how investors will be able to determine that they will
acquire LTIRs in connection with their purchase. For instance, please explain how
investors will know that the dealer from whom they purchased shares in the IPO is a
"selected dealer of the underwriter" such that they will acquire LTIRs. Also, please revise
to explain how you will verify whether an investor purchased shares in the IPO versus
through the trading market during the 90 days following the IPO, and how you will
enforce the condition that the LTIRs are available only to IPO shareholders.
4.In relation to the LTIRS, because purchasers must hold the shares for two years before the
underlying shares become issuable, it is our view that the registration statement must be
kept updated through the actual issuance of the shares underlying the long-term
investment rights. Please confirm that you will maintain an effective registration
statement during the two-year holding period until the shares underlying the rights are
issued.
            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.

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

August 8, 2024
Michael Heltzen
Chief Executive Officer
Invizyne Technologies Inc.
750 Royal Oaks Drive, Suite 106
Monrovia, CA 91016
Re:Invizyne Technologies Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed August 1, 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. 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.
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 2.

August 8, 2024
Page 2
governance requirements that are available to controlled companies.
            Please contact Christine Torney at 202-551-3652 or Kevin Kuhar at 202-551-3662 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.

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

  May 22,
  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.
    Lynn Dicker

    Re:
    Invizyne
    Technologies Inc.

    Amendment
    No. 2, to Registration Statement on Form S-1

    File
    Date: April 17, 2024

    Amendment
    No. 3 file date: May 22, 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 April 30, 2024, commenting on Amendment No. 2, to the registration statement on Form S-1 (“Form S-1”), of Invizyne
Technologies Inc. (the “Company”), which was filed on April 17, 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. 2 to Registration Statement on Form S-1

Business

Current
Lead Applications of SimplePath

Drug
Discovery - Cannabinoids as APIs, page 37

1.
Please revise here, and wherever else you discuss therapeutic applications of your cannabinoid APIs, to clarify that such applications
may be considered drug products and will need to undergo clinical testing and receive FDA approval prior to commercialization in the
United States.

RESPONSE:

At
page 39 of the prospectus included in Amendment No. 3 to the registration statement, there has been added to the section “Drug
Discovery – Cannabinoids as APIs” the following statement: “Any of the compounds that are produced and deployed in
connection with therapeutic uses as active components of pharmaceuticals will be subject to clinical testing and required FDA approval
and other FDA regulation prior to commercialization in the United States.” Additionally, in two other locations where there is
reference to drug therapeutics for cannabinoids there has been reference to these being subject to FDA approval and regulatory compliance.

    Securities and Exchange Commission

May
                                            22, 2023

Page 2

2.
We note your response to prior comment 24. However, we do not note any corresponding revisions responsive to this comment. For example,
you continue to state that your candidates will be able to be developed “more efficiently” on page 37. Please remove any
implication that you will be able to “more efficiently” develop your cannabinoids.

RESPONSE:

On
page 37 of the prospectus included in Amendment No. 2, the reference to “more efficiently” has been removed from the relevant
paragraph in the prospectus included in Amendment No. 3.

Key
terms of the license agreement with UCLA, page 41

3.
We note your response to prior comment 28 and reissue in part. Please disclose the aggregate amount of all payments made to date under
your licensing agreement with UCLA. To the extent no payments have been made pursuant to this agreement, revise to state this fact.

RESPONSE:

The
aggregate of payments made to the Regents of UCLA in connection with our license agreement with the Regents, from 2019 to March
31, 2024, has aggregated $308,261. This amount has been added to the discussion of the license agreement with the Regents.

Management,
page 45

4.
Please disclose the qualifications, attributes or skills that led to the conclusion that James J. Lalonde should serve as an independent
director. Refer to Item 402 of Regulation S-K for guidance.

RESPONSE:

The
following statement has been added to the biography of Dr. Lalonde in the prospectus in satisfaction of Item 402 of Regulation S-K: “The
Board believes that Dr. Lalonde’s extensive scientific background, which includes experience of synthetic biology, genome engineering
and protein engineering, and his participation in start up enterprise management, qualifies him to be a member of our Board.”

Lock-up
Agreements, page 59

5.
Please revise this section to explicitly state that the selling shareholder, MDB Capital Holdings, LLC, will be able to resell their
shares during the 180 day lock-up period.

RESPONSE:

The
section on Lock-Up Agreements, and all the other sections concerning the lock up arrangements have been reviewed, and all those sections
have been clarified to indicate the lock up situation between the Company and MDB Capital Holdings, LLC. In sum, MDB Capital Holdings,
LLC will not be subject to a lock up agreement. There has also been clarification added throughout the prospectus that if there is no
approval of the listing of the Common Stock on Nasdaq or the initial public offering of the Company is not consummated, then the Company
will withdraw the registration statement in which is included the resale prospectus for the shares of Common Stock held by MDB Capital
Holdings, LLC, thus preventing MDB from making a public distribution of its shares of Common Stock being registered. Furthermore, MDB
Capital Holdings, LLC has agreed not to make any sales of its registered shares of Common Stock prior to the consummation of the initial
public offering by the Company.

    Securities and Exchange Commission

May
                                            22, 2023

Page 3

General

6.
We note that the resale offering may proceed whether or not the company’s shares are approved for listing on Nasdaq. We also note
that the resale offering is not conditioned upon the closing of the firm commitment primary offering, which means that it may proceed
simultaneously with the primary offering or without the primary offering occurring. Please revise the alternate pages to discuss all
potential outcomes for the resale offering and their attendant consequences to shareholders. Specifically, add risk factor disclosure
discussing the risks to investors arising from the resale offering proceeding without the firm commitment primary offering and any risks
related to the two offerings occurring simultaneously. Your revisions should also discuss the potential impacts of the resale offering
proceeding before receiving, or without receiving, Nasdaq listing approval, such as the impact to liquidity and where you will seek quotation
of your shares.

RESPONSE:

In
consultations between the Company and the selling shareholder, MDB Capital Holdings, LLC, it has been determined that if there is no
listing of the shares of Common Stock on Nasdaq or the initial public offing by the Company is not consummated, then the offering by
the selling shareholder will not take place by reason of the fact that the Company will withdraw the registration statement in which
is included the resale prospectus for the shares of Common Stock held by MDB Capital Holdings, LLC. In the event of the initial public
offering being consummated, the selling shareholder has agreed that it will not make any offering of its securities prior to the closing
of the initial public offering by the Company through Public Ventures.

The
above points have been added to the initial public offing prospectus of the Company and the selling shareholder prospectus. Additionally,
there has been a risk factor added to the initial public offering prospectus indicating the effect of MDB Capital Holdings, LLC distributing
its shares and similar disclosure in other places in the Company offering prospectus and selling shareholder prospectus.

Because
MDB Capital Holdings, LLC will not be proceeding to make a public offering of it holdings of Common stock of the Company, due to its
agreement for the withdrawal of the registration statement if there is no listing or initial public offering by the Company, there is
no need for a risk factor in the selling shareholder prospectus about its offering if there is no initial public offering. Nonetheless,
there is comparable disclosure on the cover of the selling shareholder prospectus.

7.
We note your response to prior comment 40 and your newly included statement that MDB will offer the shares being sold at a fixed price
of $4.00 “until a bona fide public market is established.” We also note that the offer and sale of the common stock by MDB
is not dependent on the Nasdaq listing and that MDB is the parent company of the company. With these facts in mind, please tell us how
you intend to comply with Rule 415 of the Securities Act of 1933.

RESPONSE:

It
is the Company’s position that the portion of the registration statement that pertains to the selling shareholder is entitled to
the permitted continuous sale provision of Rule 415(a)(1)(i), which states in part “Securities which are offered or sold solely
by or on behalf of a person or persons other than the registrant, a subsidiary or the registrant or a person of which the registrant
is a subsidiary;”

The
selling shareholder has held the common shares being registered for resale pursuant to a funding agreement entered into on April 17,
2019, for its investment funding of $5,000,000 and a related warrant agreement of even date to purchase shares of common stock. It has
been a long term investor with respect to the shares being registered, given it has held the shares for more than five years as of the
date of this response letter. The sale by selling shareholder is not as a conduit for the funding of the Company, given the long term
hold of the shares being registered for resale.

    Securities and Exchange Commission

May
                                            22, 2023

Page 4

The
selling shareholder, if it sells any shares, will be doing so for its own account and therefore for the benefit of its own shareholders.
The selling shareholder, pursuant to the selling shareholder prospectus, even has the option of distributing the share being registered
directly to its own shareholders.

The
Company, Invizyne, at the time of any potential sale by the selling shareholder under the selling shareholder prospectus, will not then
be a subsidiary of the selling shareholder. After the sale of the underwritten shares by the Company, the selling shareholder will be
only a 45.45% shareholder of the Company, on an actual outstanding share ownership basis, and a 47.38% shareholder of the Company on
a beneficial share ownership basis. [See SEC Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations,
D. Rule 415, #10: a 55% majority owner could not avail itself of Rule 415 to sell the shares of the subsidiary.] Therefore, the Company
will no longer be accounted for by the selling shareholder as a consolidated subsidiary in the selling shareholders financial statements,
and therefore should be able to take advantage of Rule 415(a)(1)(i).

Furthermore,
demonstrating the management differences of the Company from that of the selling shareholder, (i) the management of the Company has been
expanded to include the officer personages of Mr. Heltzen, CEO, Mr. Nawaz, CFO, Mr. Burns, Executive Vice President Energy Transition,
and Mr. Karl, Vice President and Head of Business Development, along with founders of the Company, Messrs. Korman, and Opgenorth, and
(ii) the addition of Messrs. Bell and Lalond as independent directors.

Overall,
because the selling shareholder has been a long term investor, and the Company after the underwritten offering will not be a consolidated
subsidiary of the selling shareholder, the selling shareholder is entitled to use the continuous offering benefits of Rule 415.

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

United States securities and exchange commission logo
April 30, 2024
Michael Heltzen
Chief Executive Officer
Invizyne Technologies Inc.
750 Royal Oaks Drive, Suite 106
Monrovia, CA 91016
Re:Invizyne Technologies Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 17, 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. 2 to Registration Statement on Form S-1
Business
Current Lead Applications of SimplePath
Drug Discovery - Cannabinoids as APIs, page 37
1.Please revise here, and wherever else you discuss therapeutic applications of your
cannabinoid APIs, to clarify that such applications may be considered drug products and
will need to undergo clinical testing and receive FDA approval prior to commercialization
in the United States.
2.We note your response to prior comment 24. However, we do not note any corresponding
revisions responsive to this comment. For example, you continue to state that your
candidates will be able to be developed "more efficiently" on page 37. Please remove
any implication that you will be able to "more efficiently" develop your cannabinoids.

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 April 30, 2024 Page 2
 FirstName LastName
Michael Heltzen
Invizyne Technologies Inc.
April 30, 2024
Page 2
Key terms of the license agreement with UCLA, page 41
3.We note your response to prior comment 28 and reissue in part. Please disclose the
aggregate amount of all payments made to date under your licensing agreement with
UCLA. To the extent no payments have been made pursuant to this agreement, revise to
state this fact.
Management, page 45
4.Please disclose the qualifications, attributes or skills that led to the conclusion that James
J. Lalonde should serve as an independent director. Refer to Item 402 of Regulation S-K
for guidance.
Lock-up Agreements, page 59
5.Please revise this section to explicitly state that the selling shareholder, MDB Capital
Holdings, LLC, will be able to resell their shares during the 180 day lock-up period.
General
6.We note that the resale offering may proceed whether or not the company's shares are
approved for listing on Nasdaq. We also note that the resale offering is not conditioned
upon the closing of the firm commitment primary offering, which means that it may
proceed simultaneously with the primary offering or without the primary offering
occurring. Please revise the alternate pages to discuss all potential outcomes for the resale
offering and their attendant consequences to shareholders. Specifically, add risk factor
disclosure discussing the risks to investors arising from the resale offering proceeding
without the firm commitment primary offering and any risks related to the two offerings
occurring simultaneously. Your revisions should also discuss the potential impacts of the
resale offering proceeding before receiving, or without receiving, Nasdaq listing
approval, such as the impact to liquidity and where you will seek quotation of your
shares.
7.We note your response to prior comment 40 and your newly included statement that MDB
will offer the shares being sold at a fixed price of $4.00 "until a bona fide public market is
established." We also note that the offer and sale of the common stock by MDB is not
dependent on the Nasdaq listing and that MDB is the parent company of the company.
With these facts in mind, please tell us how you intend to comply with Rule 415 of the
Securities Act of 1933.

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 April 30, 2024 Page 3
 FirstName LastName
Michael Heltzen
Invizyne Technologies Inc.
April 30, 2024
Page 3
            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.

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

    April
    17, 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.
    Lynn Dicker

    Re:
    Invizyne
                                            Technologies Inc.

    Amendment
    No. 1, to Registration Statement on Form S-1

    File
    Date: February 14, 2024

    Amendment
    No. 2 file date: April 17, 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 March 13, 2024, commenting on Amendment No. 1, to the registration statement on Form S-1 (“Form S-1”), of Invizyne
Technologies Inc. (the “Company”), filed on February 14, 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. 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.

 Response:

The
opt out box has been checked in this amendment.

    Securities and Exchange Commission

April
                                            17, 2024

Page 2

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.

Response:

There
has been added, in places where appropriate throughout the prospectus, that approval of the listing of the Common Stock on the Nasdaq
Stock Market is a closing condition to the initial public offering by the Company.

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.”

Response:

There
has been added, in places where appropriate throughout the prospectus, that MDB Capital Holdings, LLC is the parent company of Invizyne.

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.

Response:

The
double negative has been removed in response to the above comment from the Staff.

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.

Response:

The
disclosure about the Company has been revised in the summary and in the “Business” section, as well as in other relevant
places in the prospectus, to give a more balanced view of the company in several ways: (i) in various places, it is stated that the Company
is a pre-revenue, development stage company, (ii) in various places, it is made clear that the Company does not have a history of manufacturing,
and where appropriate clearly indicates that its manufacturing has been in a laboratory setting, (iii) in various places, it is made
clear that the company does not have a history of extensive product development but rather its products are cannabinoids and biofuel,
and (iv) it has limited marketing experience. There has been added disclosure in various places to clarify that the Company products
may not reach commercial scale or be commercially viable.

    Securities and Exchange Commission

April
                                            17, 2024

Page 3

6.
Please revise both the Summary and Business sections generally to eliminate puffery and marketing language used to describe the company
and its SimplePathTM 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 Simple Path 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’, is the future of how everyday products will be delivered.”

Response:

The
disclosure throughout the prospectus has been revised to eliminate puffery and marketing language, including but not limited to the above
referenced language occurrences. The disclosure has been revised to focus on what the Company is doing at this time and the time period
for the use of funds, rather than so much in the future.

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.

Response:

The
disclosure has been revised, throughout the prospectus, to compare the management beliefs about the quality of the SimplePathTM
platform and processes compared to the several legacy methods of producing chemicals and products.

There
has been disclosed that the assertions about the SimplePathTM platform and processes have only been recently created and tested
in the laboratory setting and that there has been no third party, independent testing or studies conducted to verify the claims of the
Company.

    Securities and Exchange Commission

April
                                            17, 2024

Page 4

8.
Please revise this section to explain what your current commercialization plans are for your cannabinoid applications of your SimplePathTM
platform. In your revisions, please clarify if you intend to out-license potential APIs, collaborate with third-parties or conduct
clinical development on your own.

Response:

The
prospectus summary has been revised to clarify that the commercialization strategy is largely going to be through the use of third parties
adopting for their use the SimplePathTM platform and processes.

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 SimplePathTM 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.

Response:

The
prospectus has been modified to indicate the statement noted in the above comment from the Staff, and similar statements in the prospectus,
are being made on the basis of the Company belief. These statements also have been modified to add explanation and qualification, tempering
the assertive nature of the statements in the original prospectus.

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.

Response:

The
smaller reporting company box has been checked in this amendment.

    Securities and Exchange Commission

April
                                            17, 2024

Page 5

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.

Response:

There
has been added a quantification of per share dilution as a result of the offering to the bullet list of risk factors.

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.

Response:

There
has been added a risk factor indicating the conflict of interest between the Company and Public Ventures, LLC, the underwriting 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.

Response:

We
wish to point out to the Staff that there will not be substantial economic or voting dilution as a result of the selling security holder
offering. The reason for this is that bulk of the offered 8,027,538 shares are currently issued and outstanding. Only 410,586 shares
of Common Stock are to be issued at a price less than the offering price. Given that these shares will represent only 2.4% of the post
offering issued and outstanding shares in the amount of 17,050,000 shares, the Company has not provided the dilution calculation, because
it will be quite small.

Notwithstanding
the above, there has been disclosure in various places added to indicate that the selling security holder has a large amount of shares,
what its current and post offering percentage ownership position will be, and that if it sells its shares there will may be substantial,
adverse market effect.

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.

Response:

The
disclosure in the prospectus has been clarified about what co-factors and feedstock are. At the above referenced section of the prospectus,
at other places throughout the prospectus, where technical terms have been used, the language has been modified to add explanatory parentheticals
and sentences.

    Securities and Exchange Commission

April
                                            17, 2024

Page 6

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.

Response:

The
prospectus has been modified to indicate the significance of the seven day time frame. The fact of a longer conversion period indicates
a more efficient, and therefore a more cost effective, process.

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.

Response:

The
risk factor has been revised and an additional risk factor has been added to indicate more generally the risks about a possible material
weakness 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.

Response:

The
dividend disclosure has been revised to make clear the nature of dividends and distributions, and there has been added a second paragraph
discussing the February 7, 2024 stock dividend.

    Securities and Exchange Commission

April
                                            17, 2024

Page 7

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.

Response:

The
figures have been updated to reflect the status as of December 31, 2023. The net tangible book value per share of Common Stock is calculated
by subtracting our total liabilities from our total tangible assets and then dividing by the number of outstanding shares of Common Stock.
Additionally, the dilution table has been aligned with the information provided in the previous paragraphs.

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:

A
409a valuation completed on March 1, 2023, valued the business at $1.66 per share. In September 2023, the company authorized stock options
for a total of 914,132 shares of common stock at a price of $1.66 per share, with the option agreements executed on November 1, 2023.
Since the options were promised in September 2023, the March 1, 2023, 409a valuation served as an appropriate measure of the share price.
There were no significant changes in the company’s operations between March 2023 and November 2023 that would affect the valuation.

    Securities and Exchange Commission

April
                                            17, 2024

Page 8

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.

Response:

The
prospectus has been modified to include information about the grants received from the non-go

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

 FirstName LastNameMichael Heltzen
 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.

 FirstName LastNameMichael Heltzen
 Comapany NameInvizyne Technologies Inc.
 March 13, 2024 Page 6
 FirstName LastNameMichael Heltzen
Invizyne Technologies Inc.
March 13, 2024
Page 6
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
Page 7
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