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                            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.
 Michael Heltzen
FirstName   LastNameMichael
Invizyne Technologies  Inc. Heltzen
Comapany
April       NameInvizyne Technologies Inc.
       30, 2024
April 230, 2024 Page 2
Page
FirstName LastName
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.
 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,
FirstName LastNameMichael Heltzen
                                                         Division of
Corporation Finance
Comapany NameInvizyne Technologies Inc.
                                                         Office of Life
Sciences
April 30, 2024 Page 3
cc:       Andrew Hudders, Esq.
FirstName LastName