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Organization and Description of Business
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

 

Invizyne Technologies, Inc. was formed in Nevada in 2019 and its wholly owned subsidiary Invizyne Technologies, Inc. (“Invizyne CA”) was formed in California in 2014, together (“Invizyne”). Invizyne was formed with the vision of taking nature’s building blocks to make molecules of interest, effectively simplifying nature. Invizyne’s technology is a differentiated and unique synthetic biology platform which would enable the scalable exploration of large number of molecules and properties found in nature. Invizyne is a technology development subsidiary of MDB Capital Holdings, LLC (“MDB”), which held a 63% controlling interest at September 30, 2024, and as of the date of this report holds an approximate 48% minority interest. Prior to January 14, 2022, MDB Capital, a subsidiary of MDB, owned a majority interest in Invizyne. On January 14, 2022, in a corporate reorganization, MDB Capital distributed 100% of its equity interest in Invizyne to its members in proportion to their respective interests.

 

On June 1st, 2022, the Company signed a joint venture with Neuractas Therapeutics, a preclinical company developing high impact therapeutics, to work with the Company on deuterated cannabinoid molecules, for which the Company has filed a provisional patent application. No business activities have occurred to date. The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10”) The Company accounted for its interest ownership utilizing the equity method of accounting. These members thereafter contributed their equity interest to MDB, with the result of the Company becoming the subsidiary of MDB.

 

Going Concern

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $4,025,361 and $939,825 during the nine months ended September 30, 2024 and 2023, respectively, and had cash flows from operations of $(2,798,123) and $(397,590) for the nine months ended September 30, 2024 and 2023, respectively. Management believes that the Company’s remaining cash on hand for one year from the date the financials are issued will not be sufficient to meet its liabilities and obligations as and when they fall due through the next year without additional financial support which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

On November 11, 2024, the Company signed a firm commitment underwriting agreement for its IPO, in which it sold an aggregate of 1,875,000 shares of Common Stock for gross proceeds of $15,000,000, and net proceeds of approximately $14,321,686. The Company has granted to the underwriter an overallotment option to purchase up to an additional 281,250 shares of Common Stock. The proceeds will be used in the expansion of its production capabilities, staffing, R&D and other working capital requirements, and repayment of approximately $4,392,455 in intercompany loans from its parent company, MDB Capital Holdings, LLC as of November 13,2024.

 

Based on its working capital of approximately $9,941,977 after the IPO, and its program of seeking various grants, the Company believes it will maintain adequate capital to pursue its operational objectives.