Sec Form 3 Filing - DIGIANDOMENICO ANTHONY @ Invizyne Technologies Inc - 2024-11-08

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DIGIANDOMENICO ANTHONY
2. Issuer Name and Ticker or Trading Symbol
Invizyne Technologies Inc [ IZTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O 14133 MIDWAY ROAD, SUITE G-150
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2024
(Street)
ADDISON,, TX75001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,808,476 I See Footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SAFE for Common Stock ( 2 ) $ 6.4 11/08/2024 11/30/2024 Common Stock 122,657 I See Footnote ( 1 )
Warrant for Common Stock ( 3 ) $ 2.44 06/22/2022 06/22/2025 Common Stock 205,293 I See Footnote ( 1 )
Stock Options for Common Stock ( 4 ) $ 2.44 02/01/2021 01/31/2028 Common Stock 25,970 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIGIANDOMENICO ANTHONY
C/O 14133 MIDWAY ROAD, SUITE G-150
ADDISON,, TX75001
X X
Signatures
/s/ Anthony DiGiandomenico 11/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held by MDB Capital Holdings, LLC, over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims any interest in the shares except to the extent of his pecuniary interests in MDB Capital Holdings, LLC.
( 2 )The SAFE converts into Common Stock upon the closing of a public offering of IZTC's securities. The Reporting Person disclaims any interest in the shares except to the extent of his pecuniary interests in MDB Capital Holdings, LLC.
( 3 )The warrant is held by MDB Capital Holdings, LLC and is exercisable at $2.44, until June 22, 2025. The Reporting Person disclaims any interest in the shares underlying the warrant except to the extent of his pecuniary interest in MDB Capital Holdings, LLC.
( 4 )The shares underlying the grant vest at the rate of 1,299 shares each quarter and are fully vested on January 31, 2026.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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