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."
 Michael Heltzen
FirstName  LastNameMichael
Invizyne Technologies  Inc. Heltzen
Comapany
March      NameInvizyne Technologies Inc.
       13, 2024
March2 13, 2024 Page 2
Page
FirstName LastName
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,
SimplePathTM, 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
 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.
FirstName LastNameMichael Heltzen
15.    We note the following statement on page 11: "We have observed continuous
conversion
Comapany    NameInvizyne
       of input             Technologies
                feedstock into  product forInc.
                                            a time period of at least seven
days." Please revise this
March risk  factorPage
       13, 2024    to explain
                       3      the significance of this statement and the
disclosure that follows.
FirstName LastName
 Michael Heltzen
FirstName  LastNameMichael
Invizyne Technologies  Inc. Heltzen
Comapany
March      NameInvizyne Technologies Inc.
       13, 2024
March4 13, 2024 Page 4
Page
FirstName LastName
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.
 Michael Heltzen
FirstName  LastNameMichael
Invizyne Technologies  Inc. Heltzen
Comapany
March      NameInvizyne Technologies Inc.
       13, 2024
March5 13, 2024 Page 5
Page
FirstName LastName
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.
 Michael Heltzen
FirstName  LastNameMichael
Invizyne Technologies  Inc. Heltzen
Comapany
March      NameInvizyne Technologies Inc.
       13, 2024
March6 13, 2024 Page 6
Page
FirstName LastName
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.
 Michael Heltzen
FirstName  LastNameMichael
Invizyne Technologies  Inc. Heltzen
Comapany
March      NameInvizyne Technologies Inc.
       13, 2024
March7 13, 2024 Page 7
Page
FirstName LastName
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.      Please revise the cover page of the selling security holder prospectus
to clearly state how
         many shares underlying warrants are included in the offering and the
exercise price of the
         warrants.
42.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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.
 Michael Heltzen
Invizyne Technologies Inc.
March 13, 2024
Page 8
                                          Sincerely,
FirstName LastNameMichael Heltzen
                                          Division of Corporation Finance
Comapany NameInvizyne Technologies Inc.
                                          Office of Life Sciences
March 13, 2024 Page 8
cc:       Andrew Hudders, Esq.
FirstName LastName