MDB Capital Holdings, LLC
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
MDBH$1.55+3.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-29.
0001493152-24-012008
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001819
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 230 previous paragraphs and 234 current paragraphs.
179 unchanged; 41 reworded; 14 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Potential Adverse Impact of U.S. and Nicaraguan Political and Regulatory Environments on Our Operations.
Current report
Our business operations are subject to risks associated with the political, economic, and regulatory environments in both the United States and Nicaragua, where we conduct business. Any changes in government policies, regulations, or political instability in either country could have a material adverse effect on our ability to operate effectively and profitably.
Current report
In the United States, shifts in trade policies, foreign relations, and regulatory frameworks may impact our ability to do business in Nicaragua. Additionally, any restrictions on international trade, sanctions, or policy changes affecting business dealings with Nicaragua could increase costs or limit our ability to operate within the country.
Current report
In Nicaragua, political instability, civil unrest, or changes in government leadership could lead to policy shifts, economic uncertainty, or regulatory changes that impact our business. Potential risks include:
Current report
If the political or economic environment in either country deteriorates or if new regulations are imposed that negatively impact our ability to conduct business in Nicaragua, our financial condition, results of operations, and growth prospects could be materially and adversely affected. We continue to monitor political developments and assess potential risks to mitigate any significant impacts on our business.
Current report
Risks related to our significant and concentrated equity investment in eXoZymes.
Current report
The Company’s equity investment in eXoZymes represents a significant portion of our total assets and is reported as an equity method investment on our balance sheet. As such, fluctuations in the value of this investment may have a material impact on our financial position and the results of operations.
Current report
Since November 2024, eXoZymes has been a publicly traded company and its operational and strategic decisions have been directed by its board and management. As a public company its stock price will be determined by the market and investor reaction to its product developmental decisions and performance. The actual performance of eXoZymes will depend on many factors, such as its product discovery and development, its ability to enter into strategic alliances or licensing arrangements, its ability to generate revenues, the maintenance of its financial resources, regulatory compliance and developments that impact its products, and broader economic conditions.
Current report
Further, as eXoZymes is in an early stage of its commercial development, its financial performance may be unpredictable, and periods of volatility or underperformance may result in non-cash losses and/or impairment charges on our investment. A sustained decline in the value of our investment could also negatively affect key financial ratios and limit our ability to raise additional capital.
Current report
Given the size and concentration of our investment in eXoZymes, any material change in its value—positive or negative—will directly affect our financial statements, potentially causing significant variability in our reported earnings and equity.
Current report
As a result, investors should consider the inherent risks associated with holding a large, concentrated, and volatile equity investment when evaluating our financial condition and future prospects and a decision to invest or hold an investment in our company.
Current report
M1 may not be successful in its efforts to advance from the pre-clinical development stage and to fully develop a small molecule senescence platform.
Current report
We currently do not maintain, nor do we have plans to obtain, key-man insurance for our principal officers. Our business is highly dependent on the continued services of these individuals. The loss of any of their contributions could have a material adverse effect on our operations. Without the financial support typically provided by such insurance to recruit and transition new leadership, we may face challenges in maintaining business continuity and strategic direction.
Removed paragraphs (10)
Previous report
The COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease, may materially and adversely affect our business and operations.
Previous report
The COVID-19 pandemic has prompted national, regional, and local governments, including those in the markets that the Company operates in, to implement preventative or protective measures to control its spread. As a result, there have been disruptions in business operations around the world. To date, we have not been impacted significantly by the COVID-19 pandemic as our work can be conducted remotely due to being largely office and service-based rather than manufacturing or requiring face to face client service.
Previous report
While the Company will continue to navigate the financial, operational, and personnel challenges presented by the COVID-19 pandemic, the full impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic, the potential uncertainty related to (and proliferation of) new strains, and related actions taken by federal, state, local and international government officials, to prevent and manage the spread of COVID-19. All of these efforts are uncertain, out of our control, and cannot be predicted at this time.
Previous report
Invizyne may not be successful in its efforts to use its proprietary synthetic biological platform to build a pipeline of products.
Previous report
Invizyne may face unique regulatory hurdles because its bio-synthesized compounds are novel.
Previous report
Because bio-synthesized compounds are still considered novel, regulators and the public, may perceive them differently from naturally occurring molecules, notwithstanding the fact that molecules are the same whether synthetically created or naturally occurring. Therefore, Invizyne may have to provide additional validation related to the science of its compounds in order to obtain regulatory and market approval to gain product adoption. Providing additional validation will cause delays in development and commercialization, which will result in additional funding requirements than may not have been anticipated. Invizyne may never achieve the required approvals in which case its business model will be impaired. Invizyne may not be able to achieve commercial success.
Previous report
The Invizyne systems rely on the need for purified enzymes and co-factors for the conversions of input feedstock into final products. Invizyne will need to find competitively priced sources of these inputs for its processes to be cost competitive and/or develop methods to use these resources efficiently.
Previous report
Invizyne has observed continuous conversion of input feedstock into product for a time period of at least seven days. It believes that it can further optimize its technological systems to continue running for longer times thus optimizing the use of the enzymes and co-factors. If Invizyne fails to find competitively priced sources of these inputs and/or if Invizyne fails to show long periods of continued reactions at larger scales our system might not prove to be competitive.
Previous report
We do not now have or plan on having key-man insurance on our principal officers. We are dependent on the services of these persons. If we lose their services, and do not have sufficient funds that are typically provided by insurance to hire replacements, our business will be harmed by the lack of leadership talent.
Reworded paragraphs (41)
Previous wording
You may be subject to state, local and other taxes, including with respect to your own particular circumstances.
Current wording
You may be subject to state, local and other taxes, depending on your own particular circumstances.
Previous wording
One of our subsidiaries is a broker-dealer, subject to a wide range of regulations under the oversight of the Securities and Exchange Commission, FINRA and state securities regulators, and other financially-oriented governmental authorities. To conduct its clearing operations, it is subject to DTC participant requirements and the terms of its settlement bank agreements. Public Ventures is currently subject to regulations related to its status as a broker-dealer and, when we finalize our securities clearing operations, the Company will also be subject to all the regulatory requirements of the Securities and Exchange Commission applicable to our securities clearing operations. As is common in the securities industry, we are subject to regular reviews of and investigations into our operations, some of which progress to regulatory actions that may result in fines, censures, and limitations on activity. Currently, we are the subject of a review of past broker-dealer activities, which may be either resolved or escalated. We do not know at this time whether this review will be escalated to regulatory action, and if it is, what the regulatory assertions would be and what the resolution of such assertions might be. Any adverse result may impair the value of the overall company and a loss of investment value in MDB.
Current wording
One of our subsidiaries is a securities broker-dealer, subject to a wide range of regulations under the oversight of the Securities and Exchange Commission, FINRA and state securities regulators, and other financially-oriented governmental authorities. To conduct its clearing operations, it is subject to DTCC participant requirements and the terms of its settlement bank agreements. Public Ventures is currently subject to regulations related to its status as a broker-dealer and is subject to all the regulatory requirements of the Securities and Exchange Commission applicable to our securities clearing operations. As is common in the securities industry, we are subject to regular reviews of and investigations into our operations, some of which progress to regulatory actions that may result in fines, censures, and limitations on activity. Currently, we are the subject of a review of past broker-dealer activities, which may be either resolved or escalated. We do not know at this time whether this review will be escalated to regulatory action, and if it is, what the regulatory assertions would be and what the resolution of such assertions might be. Any adverse result may impair the value of the overall company and a loss of investment value in MDB.
Previous wording
We plan on out-sourcing aspects of our business operations in Nicaragua.
Current wording
We out-source aspects of our business operations in Nicaragua.
Previous wording
Invizyne has a limited operating history on which to evaluate its ability to achieve its operating objectives.
Current wording
M1 has a limited operating history on which to evaluate its ability to achieve its operating objectives.
Previous wording
Invizyne was founded in 2019, has a limited operating history, and only has incurred losses to date. Therefore, there can be no assurance that the efforts of Invizyne will produce a commercial product, market acceptance or revenues that will sustain its business. With a limited operating history and no commercialized products at this time, it will be difficult for investors to make predictions about its future success or viability and any predictions may not be as accurate as they could be if it had a longer operating history or a company history of successfully developing, commercializing and generating revenue from products for a mass market.
Current wording
M1 was founded in 2024, has a limited operating history, and only has incurred losses to date. Therefore, there can be no assurance that the efforts of M1 to develop the M1 Platform will produce a commercial product, market acceptance or revenues that will sustain its business. With a limited operating history and no commercialized products at this time, it will be difficult for investors to make predictions about its future success or viability and any predictions may not be as accurate as they could be if it had a longer operating history or a company history of successfully developing, commercializing and generating revenue from pharmaceutical products for a mass market.
Previous wording
A key element of Invizyne’s strategy is to use its experienced management, engineering and scientific teams to build a pipeline of products using its synthetic biological platform and further develop those pipeline products into commercially viable products faster and cheaper than possible using traditional materials and methods. Although its R&D (research and development) efforts to date have resulted in what it believes to be potential pipeline products, it may not be successful in further developing such products to commercial viability or be able to continue to identify and develop these and other pipeline products. Even if it is successful in continuing to build its product pipeline, not all potential pipeline products it identifies will be suitable for development and use in commercial products. Although management believes that Invizyne’s “cell-free” approach will demonstrate commercial success and deliver on the promise of synthetic biology, if Invizyne is unsuccessful in these efforts, the value of the company will be significantly impaired or fully lost, and our holding company investors may suffer loss in relation to the investment in the Company. Further, in such an event, Invizyne may have to curtail or cease its business.
Current wording
A key element of M1’s strategy is to develop the M1 Platform, which is intended to be comprised of pharmaceutical drugs or other products designed to aid in longevity and to inhibit certain forms of age-related diseases. The focus of the M1 Platform is to treat senescent cells, which are dysfunctional cells that have permanently stopped dividing, have been implicated in the aging process and the development of chronic low-grade inflammation. This chronic inflammation has been linked to a variety of age-related diseases, including multiple fibrotic conditions that have limited treatment options and poor prognoses. Although its R&D (research and development) efforts to date, which have been focused on pre-clinical development, have resulted in what is believed to be potential pipeline of products, M1 may not be successful in finalizing the development of products to the stage of commercial viability or be able to continue to identify and develop other pipeline products. Even if M1 is successful in continuing to build its product pipeline, not all potential pipeline products it identifies will be suitable for development as pharmaceutical drugs or as other commercial products. Although management believes its efforts to develop the M1 Platform will demonstrate commercial success and deliver on the promise of aiding in longevity and inhibiting certain age-related diseases, if M1 is unsuccessful in these efforts, the value of M1 will be significantly impaired or fully lost, and our holding company investors may suffer loss in relation to the investment in M1. Further, in such an event, M1 may have to curtail or cease its business.
Previous wording
The market, including clients and potential investors, may be skeptical of the viability and benefits of Invizyne’s pipeline products because they are relatively novel and are based on complex technology.
Current wording
The market, including clients and potential investors, may be skeptical of the viability and benefits of M1’s pipeline products because they are relatively novel and will likely be subject to regulatory approvals.
Previous wording
The viability and benefits of our products, which include pharmaceutical cannabinoids, isobutanol (a 2G biofuel), and other natural, novel and/or rare molecules, may be difficult to assess because they are based on a relatively novel and complex technology. Invizyne’s technology consists of pioneering multi-stage enzymatic bioconversion systems that we have named SimplePath™. SimplePath™ systems and the resultant products are in various stages of the research and development phase, the pilot production phase and/or in pre-clinical assessment as a therapeutic or product for other uses. It is often an issue that what is possible in the small quantities used at the research level cannot be replicated as production quantities are increased for testing and commercialization. Each product will be required to be progressively scaled up from early research production quantities to show the feasibility of production in larger quantities, whether for clinical evaluation, testing, and ultimately commercial manufacturing amounts before being made available to clients. As Invizyne continues to develop and optimize SimplePath™ systems to make its products in the quantities needed for research, clinical or testing evaluation and manufacturing, there can be no assurance that such products will be understood, approved, or accepted by clients, regulators and potential investors, that the relevant SimplePath™ systems can be commercially manufactured, or that it will be able to sell products at competitive prices and with features sufficient to establish demand and generate revenues or any level of profit. Another consideration is if a product is a candidate as an active pharmaceutical ingredient, then it will require FDA or any other applicable regulatory approvals, including manufacturing approvals, which may not be obtainable. If it is unable to convince potential clients of the utility and value of its products, it will not be successful in entering the markets that it has identified, and its business and results of operations will be adversely affected.
Current wording
The viability and benefits of our products, which include pharmaceutical drugs, may be difficult to assess because they are based on a relatively novel therapy. M1’s pipeline of potential products are currently in pre-clinical assessment as a therapeutic or product for other uses. It is often an issue that what is possible in the small quantities used at the research level cannot be replicated as production quantities are increased for testing and commercialization. Each product will be required to be progressively scaled up from early research production quantities to show the feasibility of production in larger quantities, whether for clinical evaluation, testing, and ultimately commercial manufacturing amounts before being made available to clients. As M1 continues to develop and optimize the M1 Platform to make its products in the quantities needed for research, clinical or testing evaluation and manufacturing, there can be no assurance that such products will be understood, approved, or accepted by clients, regulators and potential investors, that the relevant target products can be commercially manufactured, or that it will be able to sell products at competitive prices and with features sufficient to establish demand and generate revenues or any level of profit. Another consideration is if a product is a candidate as an active pharmaceutical ingredient, then it will require FDA or any other applicable regulatory approvals, including manufacturing approvals, which may not be obtainable. If it is unable to convince potential clients of the utility and value of its products, it will not be successful in entering the markets that it has identified, and its business and results of operations will be adversely affected.
Previous wording
The synthetic biology market is a rapidly growing and changing market, and if Invizyne is unable to keep up to date with developments, its business may be adversely affected.
Current wording
The market for longevity and inhibiting age-related diseases is a rapidly growing and changing market, and if M1 is unable to keep up to date with developments, its business may be adversely affected.
Previous wording
Invizyne is operating in a rapidly growing and changing business space within the synthetic biology market. Therefore, the market is becoming more developed and highly competitive. Invizyne will have to continually assess the market and what kinds of products will be in demand. If it fails to anticipate market demands or is not able to meet a market demand in a timely fashion, its research and development efforts will not pay off as expected or at all. The intellectual property aspects of this market are evolving, and patents filed several years ago by potential competitors are currently being granted, which may force Invizyne to license technologies it needs for its processes or to develop a workaround to the valid claims of others. Invizyne may not be able to obtain any necessary licenses or develop processes that do not infringe on others; in which case its business will be impaired and it will be prevented from executing its business plan. The cell-free synthetic biology market in which Invizyne seeks to compete, is relatively new, and therefore the extent to which it may encounter intellectual property of others that limits or restricts its processes is unpredictable.
Current wording
M1 is operating in a rapidly growing and changing business space within the anti-senescence market. Therefore, the market is becoming more developed and highly competitive. M1 will have to continually assess the market and what kinds of products will be in demand. If it fails to anticipate market demands or is not able to meet a market demand in a timely fashion, its research and development efforts will not pay off as expected or at all. The intellectual property aspects of this market are evolving, and patents filed several years ago by potential competitors are currently being granted, which may force M1 to license technologies it needs for its processes or to develop a workaround to the valid claims of others. M1 may not be able to obtain any necessary licenses or develop processes that do not infringe on others; in which case its business will be impaired, and it will be prevented from executing its business plan. The anti-senescence market, in which M1 seeks to compete, is rapidly evolving, and therefore the extent to which it may encounter intellectual property of others that limits or restricts its processes is unpredictable.
Previous wording
Because its compounds are novel, Invizyne will have to perform tests for safety, use, and claim validation.
Current wording
Because its compounds are novel, M1 will have to perform tests for safety, use, and claim validation.
Previous wording
We anticipate, because its compounds are unique, that Invizyne will face all the hurdles of a new technology in a marketplace. Depending on the use of the compounds, Invizyne may have to comply with the extensive array of medical and other areas of regulation depending on the use of the particular compound. In addition, it anticipates having to conduct many forms of tests to convince regulators, commercialization partners and potential users of the safety, uses, and claim validation to be able to commercialize and gain market acceptance for its compounds. If it is unable to successfully justify the efficacy, safety and potential of its compounds, or do so in a timely manner, it will not be able to successfully develop its business and may have to curtail or cease its business. Holders of our shares of Common Stock may lose value in their holdings.
Current wording
We anticipate, because its compounds are unique, that M1 will face all the hurdles of a new technology in a marketplace. Depending on the use of the compounds, M1 may have to comply with the extensive array of medical and other areas of regulation depending on the use of the particular compound. In addition, it anticipates having to conduct many forms of tests to convince regulators, commercialization partners and potential users of the safety, uses, and claim validation to be able to commercialize and gain market acceptance for its compounds. If it is unable to successfully justify the efficacy, safety and potential of its compounds, or do so in a timely manner, it will not be able to successfully develop its business and may have to curtail or cease its business. Holders of our shares of Common Stock may lose value in their holdings.
Previous wording
Invizyne is highly dependent on its ability to retain its current scientific and other staff to hire additional employees with specialized backgrounds as needed.
Current wording
M1 will be highly dependent on its ability to hire and retain scientific and other staff with specialized backgrounds as needed.
Previous wording
In this early stage of its development, Invizyne is highly dependent on retaining and motivating its current scientific professionals, other staff and management. We believe that our future success depends on retaining such persons, particularly those with key knowledge about the Invizyne technology, potential products and business objectives within the biochemistry industry. Success also depends on being able to expand its employee base as required. We believe there are relatively few persons with specific knowledge of cell-free synthetic biology. Persons with the talents that Invizyne seeks to hire tend to be in high demand and it may not be able to hire such persons as and when needed. The inability to hire and retain necessary employees may have an adverse impact on its business implementation.
Current wording
In this early stage of its development, M1 is highly dependent on its current scientific professionals and its other staff and management. We believe that our future success depends on retaining these persons, particularly those with key knowledge about the M1 technology. Success also depends on being able to expand its employee base as required. We believe there are relatively few persons with specific knowledge of the anti-senescence space. Persons with the talents that M1 seeks to hire tend to be in high demand and it may not be able to hire such persons as and when needed. The inability to hire and retain necessary employees may have an adverse impact on its business implementation.
Previous wording
Laboratory conditions differ from commercial conditions, which could affect the effectiveness of Invizyne’s potential products. Failures to effectively move from laboratory to commercial scale would harm its business.
Current wording
Laboratory conditions differ from commercial and therapeutic conditions, which could affect the effectiveness of M1’s potential products. Failures to effectively move from laboratory to commercial scale would harm its business.
Previous wording
Observations and developments that may be achievable under laboratory circumstances may not be able to be replicated in commercial settings. Invizyne has observed multiple results that encourage the development of its technology platform. Invizyne, however, are not certain that these laboratory results will be able to be replicated at a commercial scale. As it advances its technology, Invizyne plans to make products at higher scales until it reaches commercially viable scales. If these results obtained at the current levels are not replicated at commercial scales the attractiveness of the technology will be adversely affected and its business may fail to be successful.
Current wording
Observations and developments that may be achievable under laboratory circumstances may not be able to be replicated in commercial settings, in human drug trials or clinical settings. M1 has observed multiple results that encourage the development of the M1 platform. M1, however, is not certain that these laboratory results will be able to be replicated at a commercial or therapeutic scale. As it advances its technology, M1 plans to make products at higher scales until it reaches commercially viable scales. If these results obtained at the current levels are not replicated at commercial scales or in therapeutic settings the attractiveness of the technology will be adversely affected and its business may fail to be successful.
Previous wording
The success of Invizyne depends, in part, on the successful development of its science technologies and its products.
Current wording
The success of M1 depends, in part, on the successful development of its science technologies and its products.
Previous wording
To be successful, Invizyne will need to continue to develop its science technologies and the products that it can offer to commercialization entities. If Invizyne does not anticipate correctly and respond with products that are commercially acceptable, it will not be successful. In that event, the value of our business and overall company value would be diminished.
Current wording
To be successful, M1 will need to continue to develop its science technologies and the products that it can offer to commercialization entities. If M1 does not anticipate correctly and respond with products that are commercially acceptable, it will not be successful. In that event, the value of our business and overall company value would be diminished.
Previous wording
Invizyne is subject to risks relating to portfolio concentration.
Current wording
M1 is subject to risks relating to portfolio concentration.
Previous wording
Currently, the Invizyne business is highly dependent on a small number of products, which are based on its principal technology. If these products cannot be fully commercialized or are not accepted in the market, Invizyne will have expended significant financial, development and corporate assets that will not necessarily be recovered.
Current wording
Currently, the M1 business is highly dependent on a small number of products, which are based on its principal technology. If these products cannot be fully commercialized or are not accepted in the market, M1 will have expended significant financial, development and corporate assets that will not necessarily be recovered.
Previous wording
Invizyne does not have any sales, marketing, manufacturing and distribution capabilities or arrangements, and will need to create these as it moves towards commercialization of our products.
Current wording
M1 does not have any sales, marketing, manufacturing and distribution capabilities or arrangements, and will need to create these as it moves towards commercialization of our products.
Previous wording
Invizyne does not yet have a full sales, marketing, manufacturing or distribution capacity. To date sales and marketing have been conducted by senior management staff, and been a part of their other management obligations. To be able to commercialize our potential products, Invizyne will need to develop all of the foregoing elements of commercialization. Invizyne does not have any corporate experience in establishing these capabilities, and therefore, it may be unsuccessful in achieving commercialization and earning revenues. Setting up the commercialization aspects of a company will take a substantial amount of capital and commitment of time and effort. Invizyne plans on seeking development and marketing partners and license the technology to others or develop contract manufacturing partners in order to avoid it having to provide the full range of marketing, manufacturing and distribution capabilities within the Invizyne organization. There can be no assurance that Invizyne will find any development and marketing partners or companies that are interested in licensing our technology. If management is unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, Invizyne will not be able to generate product revenue, and may not become profitable.
Current wording
M1 does not yet have a full sales, marketing, manufacturing or distribution capacity. To date there have been limited to no sales and marketing activities, with the primary efforts being those of research and development. To be able to commercialize our potential products, M1 will need to develop all the foregoing elements of commercialization. M1 does not have any corporate experience in establishing these capabilities, and therefore, it may be unsuccessful in achieving commercialization and earning revenues. Setting up the commercialization aspects of a company will take a substantial amount of capital and commitment of time and effort. M1 plans on seeking development and marketing partners and license the technology to others or develop contract manufacturing partners in order to avoid it having to provide the full range of marketing, manufacturing and distribution capabilities within the M1 organization. There can be no assurance that M1 will find any development and marketing partners or companies that are interested in licensing our technology. If management is unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, M1 will not be able to generate product revenue, and may not become profitable.
Previous wording
Invizyne expects to experience competition from other companies and research institutions.
Current wording
M1 expects to experience competition from other companies and research institutions.
Previous wording
Invizyne believes that it will face competition from many companies and research institutions that are currently working in, and will enter, the industry to work on all the many aspects of cell-free synthetic biochemistry. Debut Biotech and Solugen Inc. promote the advantages of cell-free enzymatic systems over cell-based systems, but their processes appear to use simple one to two step pathways. Codexis, Inc. partnered with Tate&Lyle and Merck & Co., Inc. on different, highly specific projects that use multi enzyme pathways, which demonstrate that enzymatic Islatravir synthesis does illustrate the potential for complex or longer enzyme cascades but their principal mission diverges from the enzymatic manufacturing of more general chemicals. There are many companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes Pte Ltd. (Singapore), Enzymit Ltd. (Israel and US), Zymtronix Catalytic Systems, Inc., Arzeda Corp. and Quantumzyme LLP (India). There are other companies that develop enzyme immobilization technologies. There are many companies operating in the biofuels space, such as Valero Energy Corporation, ADM Corporation and Cargill Company and Gevo, Inc. and Butamax Advanced Biofuels LLC that focus on ethanol technologies.
Current wording
M1 believes that it will face competition from many large pharmaceutical and nutraceutical companies and research institutions that are currently working in, and will enter, the industry to work on all the many aspects of anti-senescence technology.
Previous wording
Invizyne believes that a majority of the companies that present some aspect of competition are well established companies that have more experience identifying and carrying out the scientific development required in the research and development of products that will be competitive to those of Invizyne. Many of these companies have, and others that it anticipates entering the market in the future will have, greater financial and management resources, brand or science name recognition or industry contacts than posses by Invizyne. A number of the companies are multinational companies and many are also publicly listed companies, with large market capitalizations.
Current wording
M1 believes that a majority of the companies that present some aspects of competition are well established companies that have more experience identifying and carrying out the scientific development required in the research and development of products that will be competitive to those of M1. Many of these companies have, and others that it anticipates entering the market in the future will have, greater financial and management resources, brand or science name recognition or industry contacts than possessed by M1. Several of the companies are multinational companies, and many are also publicly listed companies, with large market capitalizations.
Previous wording
Public Ventures plans on conducting offerings where we will act as a placement agent or an underwriter, and thus we will be subject to underwriter and similar liability.
Current wording
Public Ventures conducts offerings where we will act as a placement agent or an underwriter, and thus we are subject to underwriter and similar liability.
Previous wording
As part of our business, as it has been conducted over the last 25 or so years, through Public Ventures, we expect to act as an underwriter and sales agent in a number of capacities. We may be a single underwriter or selling agent of a securities offering or a co-underwriter or selling agent participating in a securities offering. There are other types of offering where Public Ventures may be characterized as an underwriter. In each of these instances, it will bear a liability dictated by Section 11(a) of the Securities Act of 1933, as amended (“Securities Act”). Under the Securities Act, an underwriter is liable at law or in equity if any part of the registration statement or offering documentation used in the offering of securities, in which we participate as an “underwriter” as generally interpreted by the securities laws, “contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading….” What constitutes an offering document with respect to underwriter liability applies to any manner of offering materials. This liability also extends to private offerings of securities and their documentation, where Public Ventures may act as a placement agent. In determining materiality, a court will not inquire into limitations on the underwriter’s or placement agent’s ability to conduct its due diligence investigation and assessment of the offeror, but will instead assess whether the statements, taken together and in context, would have misled a reasonable investor about the nature of the investment. Section 11(b) of the Securities Act provides two affirmative defenses to Section 11(a) liability: the expert defense and the non-expert defense, which are collectively known as the due diligence defense. Although we conduct due diligence for all our transactions, there is no assurance that the level of due diligence will uncover any failings in the materials used by investors, or that it will uncover deliberate misstatements. Therefore, for any offering of securities, Public Ventures may become liable as an underwriter or selling agent. Such a liability will have a significant impact on our overall business in terms of monetary cost and also on our reputation.
Current wording
As part of our business, as it has been conducted over the last 27 or so years through Public Ventures, we expect to act as an underwriter and placement agent in a number of capacities. We may be a single underwriter or placement agent of a securities offering or a co-underwriter or placement agent participating in a securities offering. There are other types of offering where Public Ventures may be characterized as an underwriter. In each of these instances, it will bear a liability dictated by Section 11(a) of the Securities Act of 1933, as amended (“Securities Act”). Under the Securities Act, an underwriter is liable at law or in equity if any part of the registration statement or offering documentation used in the offering of securities, in which we participate as an “underwriter” as generally interpreted by the securities laws, “contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading….” What constitutes an offering document with respect to underwriter liability applies to any manner of offering materials. This liability also extends to private offerings of securities and their documentation, where Public Ventures may act as a placement agent. In determining materiality, a court will not inquire into limitations on the underwriter’s or placement agent’s ability to conduct its due diligence investigation and assessment of the offeror, but will instead assess whether the statements, taken together and in context, would have misled a reasonable investor about the nature of the investment. Section 11(b) of the Securities Act provides two affirmative defenses to Section 11(a) liability: the expert defense and the non-expert defense, which are collectively known as the due diligence defense. Although we conduct due diligence for all of our transactions, there is no assurance that the level of due diligence will uncover any failings in the materials used by investors, or that it will uncover deliberate misstatements. Therefore, for any offering of securities, Public Ventures may become liable as an underwriter or placement agent. Such a liability will have a significant impact on our overall business in terms of monetary cost and also on our reputation.
Previous wording
Public Ventures is in the process of finalizing self-clearing capabilities which will be necessary to operate its business as planned.
Current wording
Public Ventures self-clearing capabilities are necessary to operate its business as planned.
Previous wording
Public Ventures has recently begun self-clearing United States equity securities. As part of this process, in addition to the broker-dealer regulation described above, Public Ventures will be subject to regulation directed to self-clearing operations and must demonstrate that its financial, operational and systems capacities are able perform this business while complying with regulations, including those of the SEC, FINRA, Depository Trust Clearing Corporation (“DTCC”), and National Securities Clearing Corporation (“NSCC”). To operate the self-clearing activity, we must meet different capitalization requirements than those of an introducing broker-dealer, maintaining a capital structure with various cash and cash equivalent assets and retaining access to necessary lines of credit that can assure our ability to comply with changing deposit requirements. We expect that these regulations will continue to undergo substantial changes and will require additional capital as settlement operations move to T+1 in 2024, and to T+0 settlement in the future.
Current wording
At the start of 2024, Public Ventures began self-clearing U.S equity securities. As part of this process, in addition to the broker-dealer regulation described above, Public Ventures will be subject to regulation directed to self-clearing operations and must demonstrate that its financial, operational and systems capacities are able to perform this business while complying with regulations, including those of the SEC, FINRA, Depository Trust Clearing Corporation (“DTCC”), and National Securities Clearing Corporation (“NSCC”). To operate the self-clearing activity, we must meet different capitalization requirements than those of an introducing broker-dealer, maintaining a capital structure with various cash and cash equivalent assets and retaining access to necessary lines of credit that can assure our ability to comply with changing deposit requirements. We expect that these regulations will continue to undergo substantial changes and may require additional capital as settlement operations move T+0 settlement in the future.
Previous wording
As a broker-dealer, Public Ventures will have to expend considerable resources on maintaining adequate compliance practices. The failure to be in regulatory compliance will result in fines, sanctions and the possible curtailment of operations.
Current wording
As a broker-dealer, Public Ventures will have to expend considerable resources on maintaining adequate compliance practices. The failure to be in regulatory compliance may result in fines, sanctions and the possible curtailment of operations.
Previous wording
Both the broker-dealer operations and the self-clearing operations are subject to extensive regulation. In addition, regulators perceive that engaging in business with “small and micro-cap” companies (those with market capitalizations of $300 million and under) and “penny” stocks (stocks with market prices of less than $1.00) is an especially high-risk activity, and therefore, extensively review and supervise such business activities. Public Ventures focuses on this niche as we believe it offers a significant opportunity for clients of Public Ventures and other persons to gain value on their securities holdings, and we believe that such companies need support access to capital. By focusing on this business, however, Public Ventures we will likely increase the potential for regulatory oversight and the potential for regulatory action against the firm. Certain aspects of the regulatory regime, including the Know Your Client (KYC) and Anti Money Laundering (AML) requirements, are particularly difficult to oversee. The ability to oversee KYC and AML requirements is critical to its ability to expand our client networks and increase the volume of transactions the firm performs as required by its business model. If Public Ventures is not able to fulfill its regulatory obligations, it may be fined, have to change its business at greater cost, or be required to cease its business.
Current wording
Both the broker-dealer operations and the self-clearing operations are subject to extensive regulation. In addition, regulators perceive that engaging in business with “small and micro-cap” companies (those with market capitalizations of $300 million and under) and “penny” stocks (stocks with market prices of less than $1.00) is an especially high-risk activity, and therefore extensively review and supervise such business activities. Public Ventures focuses on this niche as we believe it offers a significant opportunity for clients of Public Ventures and other persons to gain value on their securities holdings, and we believe that such companies need access to capital. By focusing on this business, however, Public Ventures we will likely increase the potential for regulatory oversight and the potential for regulatory action against the firm. Certain aspects of the regulatory regime, including the Know Your Client (KYC) and Anti Money Laundering (AML) requirements. The ability to oversee KYC and AML requirements is critical to its ability to expand our client networks and increase the volume of transactions the firm performs as required by its business model. If Public Ventures is not able to fulfill its regulatory obligations, it may be fined, have to change its business at greater cost, or be required to cease its business.
Previous wording
In addition to the direct employees of Public Ventures, other persons in our overall corporate structure may be considered subject to FINRA review and subject to the supervision of the broker-dealer. If persons who are employed by parts of our company engage in securities transactions, but are not employed by the broker-dealer and/or are not licensed persons with FINRA, Public Ventures may be in violation of its FINRA license and subject to fines, limitations on the ability to conduct business. Therefore, the Company will need to create a structure that ensures all of the parts of the Company will strictly adhere to FINRA rules so as to avoid any fines, limitations on the ability to conduct business or actual business closure. The loss or curtailment of the business of Public Ventures would result in a significant loss of business opportunity and revenues to the Company, and would result in a significant impairment to our reputation.
Current wording
In addition to the direct employees of Public Ventures, other persons in our overall corporate structure may be considered subject to FINRA review and subject to the supervision by the broker-dealer. Therefore, the Company must maintain a structure that ensures all of the parts of the Company will strictly adhere to FINRA rules so as to avoid any fines, limitations on the ability to conduct business or actual business closure. The loss or curtailment of the business of Public Ventures would result in a significant loss of business opportunity and revenues to the Company, and would result in a significant impairment to our reputation.
Previous wording
With the expansion in the business to include clearing services, the Company will handle increased amounts of sensitive financial and other information about investors and company clients’ holdings, and transactions that can be targeted by cybercriminals. We will need to have in place an adequate internal security infrastructure to protect clients’ information and assets and minimize potential liabilities for the business. In addition, as cybersecurity threats become more and more sophisticated, we will have to continually expend funds to upgrade and expand our security measures, maintain insurance and overall be vigilant to protect our operations and clients.
Current wording
With the expansion in the business to include clearing services, the Company handles increased amounts of sensitive financial and other information about investors and company clients’ holdings and transactions that can be targeted by cybercriminals. We will need to have in place an adequate internal security infrastructure to protect clients’ information and assets and minimize potential liabilities for the business. In addition, as cybersecurity threats become more and more sophisticated, we will have to continually expend funds to upgrade and expand our security measures, maintain insurance and overall be vigilant to protect our operations and clients.
Previous wording
To establish and to operate a clearing business, Public Ventures must enter into contractual arrangements with the Depository Trust Company, National Securities Clearing Corporation and a settlement bank. These are complex sets of arrangements that must be strictly adhered to, otherwise Public Ventures will not be able to use their services. Without these services, Public Ventures will not be able to clear trades for clients. Not only does Public Ventures need these agreements, but as a result of them, it will need to implement systems and interaction platforms with them and other parties in the settlement process. New information technology to be implemented will include a core clearing system, an order management system, and corporate communications system, amongst others. These many activities will happen in parallel and require significant effort to successfully implement them and maintain them thereafter. Failure to complete any of the individual tasks will prevent Public Ventures from launching and conducting its self-clearing business. Part of the implementation risk the firm will face includes the vendor’s capacity to fulfill the service levels promised to Public Ventures. Public Ventures has chosen novel providers with excellent technology but lesser track records. Assuring these suppliers will deliver their promised services is necessary for the successful implementation of the technological platform the business requires to operate. The failure in any of the many aspects described above will delay or prevent our operations from being implemented and performed or possibly require us to terminate our business.
Current wording
To establish and to operate a clearing business, Public Ventures has entered into contractual arrangements with the Depository Trust Company, National Securities Clearing Corporation and a settlement bank. These are complex sets of arrangements that must be strictly adhered to, otherwise Public Ventures will not be able to use their services. Without these services, Public Ventures will not be able to clear trades for clients. Not only does Public Ventures require these agreements, but as a result of them it will need to maintain systems and interaction platforms with them and other parties in the settlement process. Information technology implemented include a core clearing system, an order management system, and a corporate communications system, amongst others. These many activities happen in parallel and require significant effort to successfully implement and maintain. Failure to maintain any of the individual systems would prevent Public Ventures from conducting its self-clearing business. Part of the risk the firm faces includes its vendors’ continuous capacity to fulfill the service levels promised to Public Ventures. Public Ventures has chosen novel providers with excellent technology but lesser track records. Assuring these suppliers will continue to deliver their promised services is necessary for the successful maintenance of the technological platform the business requires to operate. The failure in any of the many aspects described above may prevent our operations from being performed or possibly require us to terminate our business.
Previous wording
To operate the broker-dealer and self-clearing operations, Public Ventures must meet different capitalization requirements in the Company. To do this, it will have to maintain within the capital structure of the Company various cash and cash equivalent assets and retain access to necessary lines of credit that can assure its ability to comply with changing deposit requirements of the SEC and of the Depositary Trust Company, DTC, and the National Securities Clearing Corporation, NSCC. It is expected that these regulations will undergo substantial changes, from time to time, which could require additional capital as settlement operations move to T+1 (one day after the settlement date) and T+0 settlement in the future. Without the required capital at any time, Public Ventures will not be able to operate its business.
Current wording
To operate the broker-dealer and self-clearing operations, Public Ventures must meet different capitalization requirements in the Company. To do this, it will have to maintain within the capital structure of the various cash and cash equivalent assets and retain access to necessary lines of credit that can assure its ability to comply with changing deposit requirements of the SEC and of the Depositary Trust Clearing Company “DTCC”, and the National Securities Clearing Corporation “NSCC”. It is expected that these regulations will undergo substantial changes, from time to time, which could require additional capital as settlement operations move to T+1 (one day after the settlement date) and T+0 settlement in the future. Without the required capital at any time, Public Ventures will not be able to operate its business.
Previous wording
Settlement bank services are difficult to arrange, without which Public Ventures will not be able to pursue a clearing business.
Current wording
Settlement bank services are difficult to arrange, without which Public Ventures will not be able to operate a clearing business.
Previous wording
There are only a limited number of banks currently offering settlement services to clearing firms. Public Ventures could be unable to continue providing clearing services if it is unable to enter into and then maintain a settlement bank arrangement, or if the selected settlement bank decides to exit this business.
Current wording
There are only a limited number of banks currently offering settlement services to clearing firms. Public Ventures could be unable to continue providing clearing services if it is unable to maintain a settlement bank arrangement, or if its current settlement bank decides to exit this business.
Previous wording
To be able to implement and operate the self-clearing activities, Public Ventures will have to hire and retain the human talent capable of handling the operational activities and fulfilling the compliance requirements of the business. Trading and settlement and compliance personnel will be necessary to manage the operations. Further expertise in financial matters and obligations for self-clearing will also be required. Although it is following a conservative approach to launching the business and onboarding clients that will cause less stress on the organization, the firm’s ability to perform going forward nonetheless depends on successfully recruiting, training and retaining new personnel. As part of these recruitment and retention efforts, the firm must ensure that it can develop an adequate supervising and leadership structure capable of supporting the successful development of its business model.
Current wording
To be able to operate its self-clearing activities, Public Ventures must hire and retain the human talent capable of handling the operational activities and fulfilling the compliance requirements of the business. Trading and settlement and compliance personnel are necessary to manage the operations. Further expertise in financial matters and obligations for self-clearing are also required. Although it has following a conservative approach to launching the business and onboarding clients to cause less stress on the organization, the firm’s ability to perform going forward nonetheless depends on successfully recruiting, training and retaining new personnel. As part of these recruitment and retention efforts, the firm must ensure that it can maintain an adequate supervising and leadership structure capable of supporting the successful development of its business model.
Previous wording
We have a contract with a Nicaraguan company to provide, on an out-sourced, as requested basis, certain back-office services that support our broker dealer activities and patent related services and other requirements. We plan to expand and use this service facility, where permitted, for certain aspects of the self-clearing operations that Public Ventures will engage in. We believe that these operations will provide a competitive advantage to the Company and facilitate developing this new business in an efficient and profitable manner, as human resources and technological infrastructure in Nicaragua allows local companies to provide quality service at the level expected by US clients at a fraction of the cost. Any disruption to social and political stability in Nicaragua could affect the contractor’s capacity to achieve its goals. The current political environment in Nicaragua is unsettled due to a political crisis that erupted in 2018, which has yet to be resolved. Continued or escalated political instability and the possibility of sanctions from other countries, including the United States, could disrupt local business and may hinder or disrupt the delivery of services to our United States operations. The United States has several Executive Orders in force which impose sanctions regarding immigration of certain groups of persons and imposing wider sanctions in respect of certain trading activities. We constantly monitor the situation and have a business continuity strategy in place to assure consistent operations and activities in the United States. To the extent we are prohibited from contracting with entities in Nicaragua, our expenses may increase, and there may be disruption in our workforce that will have to be replaced.
Current wording
We have a contract with a Nicaraguan company to provide, on an out-sourced, as requested basis, certain back-office services that support our broker dealer activities and patent related services and other requirements. We plan to expand and use this service facility, where permitted, for certain aspects of the self-clearing operations that Public Ventures engages in. We believe that these operations provide a competitive advantage to the Company and facilitate developing this new business in an efficient and profitable manner, as human resources and technological infrastructure in Nicaragua allows local companies to provide quality service at the level expected by US clients at a fraction of the cost. Any disruption to social and political stability in Nicaragua could affect the contractor’s capacity to achieve its goals. The current political environment in Nicaragua is unsettled due to a political crisis that erupted in 2018, which has yet to be resolved. Continued or escalated political instability and the possibility of sanctions from other countries, including the United States, could disrupt local business and may hinder or disrupt the delivery of services to our United States operations. The United States has several Executive Orders in force which impose sanctions regarding immigration of certain groups of persons and imposing wider sanctions in respect of certain trading activities. We constantly monitor the situation and have a business continuity strategy in place to assure consistent operations and activities in the United States. To the extent we are prohibited from contracting with entities in Nicaragua, our expenses may increase, and there may be disruption in our workforce that will have to be replaced.
Previous wording
The United States stock markets recently have experienced price and volume fluctuations due to many factors, including inflationary pressures, changing interest rates, and the conflict in Ukraine.
Current wording
The United States stock markets recently have experienced price and volume fluctuations due to many factors, including federal government policies, inflationary pressures, changing interest rates, and the conflict in Ukraine.
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