All right, it looks like the sign-ons have leveled out a bit here. We'll go ahead and get started with some of the housekeeping we got at the top of the hour here. Again, just wanted to welcome, first and foremost, everyone for coming today. I'm Lou Basenese, President and Chief Market Strategist at MDB Capital. I'm joined today by Chris Marlette, CEO and Co-founder of MDB Capital, and we wanted to provide you with a timely update on the Invizyne IPO offering, specifically related to the addition of a long-term investor right. Before we do that, I want to make sure that we cover the disclaimers that we need to. We will likely be making forward-looking statements during the discussion here today, either the prepared remarks or the Q&A session that we will have towards the end. Just encourage everyone and instruct you to go take a look at the latest SEC filings for Invizyne so that you can be aware of the risks and uncertainties that are associated with those specific forward-looking statements. So with that being said, I'm going to go ahead and stop sharing here and open the floor up real quickly. And just again, I want to welcome Chris. And just for context for everyone, you know we've really taken our time with this offering to make sure everyone fully understands the underlying technology, the team that's been assembled, the progress that has been made over the last four to five years. We've had Zoom calls, multiple Zooms with Michael Heltzen, the CEO, with Tyler Korman, the Director of Research. We had two KOL calls with the National Renewable Energy Lab lead scientist, as well as one of the board members, Dr. Jim Lalonde. But I don't know that everyone's had the benefit to hear directly from Chris himself about why we're so excited about this. So Chris, I want to turn it over to you for a couple of minutes so that you can let everyone know and hear directly from you why Invizyne is different and why this is a particular technology we're really excited to bring to market. Sure. Great. Thanks, Lou. Well, thanks everyone for joining us today. You know it's been a real interesting time in the marketplace where you know we're the only ones crazy enough to be doing an IPO right now. Nobody's doing IPOs. And even crazier is the concept of funding a synthetic biology company. Every synthetic biology company has failed. And what's been fascinating about it, when we first met the scientists and the folks at UCLA when we started Invizyne, synthetic biology was hot as could be. I mean, literally companies raising billions of dollars, trading at tens of billions of market valuation. And that was all driven by the promise of synthetic biology. And synthetic biology has this great promise of basically being able to convert sugar into chemicals instead of having to use petroleum-based products or other methods that are not environmentally sustainable. And so everyone got super excited about synthetic biology. It was certainly, I would say, a bubble. And those of you that know us know that we don't just jump on every bubble. But it did get us excited that the scientists had figured out a way that we felt was sustainable and actually achievable. And everybody was excited about cell-based methods and the cell-free approach, which was just take the enzymes out, let the enzymes do the work without the cell. It wasn't crazy. No one thought it was crazy. But a lot of people just said, well, geez, how are you going to make that work? And can you show that it works? Here we are, close to five years later, and we're showing that it works. And we're showing we can put a kilo of chemical on your desk and make it, which the cell-based guys would struggle to ever do anything close to that, even though they've raised billions of dollars. We haven't had to raise billions of dollars, and we can actually deliver it. That's why I'm excited. Now we're sort of coming out of stealth mode and exposing this to large companies, and we're getting unbelievable traction. You've probably heard some of that in some of the previous calls. Business development has been very robust. So I can see that the concept of cell-free synthetic biology, that we can become the leader in this new industry. And I believe this is going to be a huge industry that we'll be the leader of, which is sort of the hallmark of what we focus on. We want to create new industry categories where we're the leader in it. And I think this is no different. But we do have the baggage of the fact that synthetic biology hasn't worked to date. But that I think once they see that we're transitioning to products, we could enjoy the valuations that synthetic biology had before. So the headroom, as we call it, is, I think, massive for this, meaning investors could do incredibly well because we would be the leader in this big new category. Anyways. That's a good way to put the forward-looking statements that we don't get in trouble. Incredibly well. Don't make any predictions. But yeah. So anyhow, where we're at today is we're going to move this IPO forward. We're moving the company forward on a very capital-light model. We've moved it forward historically on a very capital-light model. We've basically run the company for close to five years on $6 million of invested capital. And we've had approximately $13-$14 million in government funding. We see that government funding continue to come in. And now as we transition into products, we're doing that in a very capital-light model. And I think as we go into production on one of the chemicals, I think the shareholders are going to enjoy a great return as the market starts to recognize this could be the future of synthetic biology. So with that, we took stock of what we were doing. And we started to look at this concept of the long-term investor right, which we've used before in tough markets. We did an IPO 60 days after September 11, if you can imagine that. And we used long-term investor right. And really what we were trying to do is just do two things: incentivize investors to be long-term holders because that's what it does, and also help investors to basically understand that we understand that the market is not good for these kind of companies right now. And it's a scary time to invest in these small companies. So what we do is give the investors what we believe is a real good measure of downside protection, even though we believe they won't need it. Yeah. So So why don't we. don't we. I'm going to pull up some slides here, Chris, so we can walk everyone through that because I think we'll probably get some questions on what are the mechanics. Hopefully, we can address those in a couple of slides. And then we'll open it up to Q&A. If people have questions along the way, just encourage you right now to go ahead and use the Q&A function that's in Zoom so that you can pre-populate those questions. We can answer them. One other thing is I failed to mention, we did do a call. Chris was talking about going into product, transitioning from the technology into actual production. We did a call that highlights specifically those opportunities, the four different target markets with Zack Karl, the head of business development. If you haven't listened to, I strongly encourage you to do that. So let me pull up the slide here, just kind of the terms, and then let Chris get back to the LTIR, and we'll walk you through it. Still $4 per share, raising $15 million, minimum about 3.75 million shares. These things we've all discussed in other calls, that there's an allocation preference given to MDB shareholders. We do believe that this IPO qualifies for Section 1202 QSBS exclusion. So that's a benefit on the potential upside for investors. We're looking to trade to start next week. As Chris mentioned, we have the capital and the indications and funding in to go trading. It's really just pending final SEC approval. And that's contingent upon the updated registration statement that we filed on Friday that included second quarter financials, but also this long-term investor right, which we wanted to talk about now. So, Chris, why don't I give the quick summary, and then you can talk again and just hit the high points on really why, the philosophy, because I think this is something you mentioned we will look to do on future deals as well. So, in summary, I think what's important to understand is that this LTIR only applies to the 3.75 million shares purchased by investors in the offering. So, there's about 17 million shares post-IPO. Only 3.75 will carry this LTIR potential. So, each share is now going to be coupled with a non-transferable right. And this right could allow individual investors, IPO investors, to obtain up to one additional share of common stock after the second anniversary of the closing at no additional expense, depending on some conditions, which we'll get into. But Chris, why don't you share again just really why we're doing this and why we think it's smart? Sure. Really, I think we're very confident that the company is going to progress into commercialization. And when you get a company that has the promise of revolutionizing SynBio going into commercialization, we think that the value of the company will expand significantly. And so we felt this was a great way to basically incentivize people to be long-term holders. What we've found when we use the long-term investor right historically, it just kind of prevented people from making that decision well or get scared and decide to sell early. This really incentivizes you to hold it for two years. And if you hold it for two years and for whatever reason the stock doesn't double, you're going to get a benefit for being a long-term shareholder. And we want to build long-term shareholders. That's our whole mantra. I would say investment banks will put a warrant on something to try and incentivize somebody. But the problem with the warrant is that usually it incentivizes people to sell the stock and just hold the warrant. And so we looked at this very differently. We invented this. Jeez, we did the first one in 1996, 1996, 1997, right when we were starting MDB. And we've used it three times. It worked great in all three instances. The stock did double. And in some cases, it doubled and then came down and fluctuated. But it effectively enabled people to be brave enough to buy in very difficult circumstances. But we didn't view it as potentially really dilutive because we looked at it as, well, if the company doesn't perform, then the shareholders deserve a benefit. But if it does perform, they won't need the benefit. And so it's something I'm kind of proud of it. I created this. I don't know how I came up with it. But it's actually, I think we saw maybe one or it's been copied, I think, once or twice. But it sort of just incentivizes great behavior. And so that's the reason why we did it. Okay. Let's walk through the mechanics a little bit. Just want to make sure that we state it so people don't have to comb through the registration statement here. It's really to benefit from it, you have to own the shares, register them with the transfer agent within 90 days, or just hold them in one of the brokerage accounts at MDB or the selected dealers of the offering, so that's going to be Cambria / MyIPO and then Paulson, then you have to continuously hold those shares over that two-year period after the IPO closing date, and you can't sell or transfer them except for some certain exclusions, death, things like that, so that's in the registration statement. That's how you would qualify for it, then there's the triggers. As Chris noted, if the company executes and the stock attains a certain price level over a period of time, the LTIR will terminate. So those specifics are if the shares trade above $8 or more on 20 trading days, they don't have to be consecutive. It can be non-consecutive. The right will be canceled. However, if they don't over the two years, then it will convert into common shares. And there's a formula that determines how many common shares each shareholder gets based upon the price action. So I don't want to bore everyone with going back to high school and college mathematics here, but I want to share the actual formula here. And then we'll use an example to just drive it home on what this could mean just in terms of additional shares that get granted. So here's the actual formulas themselves. And then here we'll place in numbers to make an example that makes it much more easy to understand. So the way you calculate it first is take what the trigger is, the 200% of the IPO price. So that would be the $8 per share. And then you're going to subtract out what the measurement average is. So this is an average that is based upon any six-month period, what the average price was over that six-month period within that two-year window. And then you divide by that average, and that gives you the ratio for granting additional shares. So if you owned 1,000 shares of Invizyne in this example and the ratio is 0.6, you're going to get an extra 600 shares. So we can go through if there's any questions on that after the fact. But that's the mechanics of it, how it works. Chris, anything else you want to add on the mechanics before we just? I think the bottom line is that right now, the frame of mind everybody is in with these micro-cap stocks is that nothing's going up. Everything's going down, right, and so we know that it doesn't always stay that way, but this could be different, and it may last longer, and you just don't know, right? Let's say that the offering just never got out of its own way, and it just stayed at $4 for the next two years and just it was horrible. You'd get an additional share, right? You'd get an additional share that would lower your cost basis to $2, so you would have bought the stock at $2 as opposed to $4, and so that's basically the worst-case scenario, right? That is that you would effectively end up getting a whole nother share. Yeah. The stock goes up, obviously goes above $8 for any material period of time that qualifies, then the right goes away. So it's kind of the in-between that you just have to pay attention to, right? So when you're after the stock starts trading, if the stock goes up to $6 and it's up there for a sustained period of time, just recognize that that may be the calculation where you're going to have to start to make a decision about how do you want to treat your investment. Because you may just get 0.5 share. If it averaged at $6, then you would get roughly 0.5 share. Is that right? Yeah. Yeah. If it was $6, you'd get basically. Yeah, roughly. Yeah, roughly half a share. And so you just start to do the math. We'll be talking to you, and we'll be available to discuss it. And then you can just decide how you want to manage risk over time based on that calculation. But like I said, it's something that you want to at least pay attention to and be talking with your advisor on or us just to stay conscious of where that calculation is and where your downside protection exists at, so. Yeah. And I think you said it earlier. This is the downside protection in the event of continued market malaise here. But it's a nice complement to the QSBS treatment in the event that shares do double from IPO price. We still have that intact as well. So the two go hand in hand for investors to benefit. I did want to, for the sake of just updating, because we've changed a little bit of the numbers here, the ownership tables that people understand, again, that the new IPO shares are the only ones that come with this right and that the MDB Holdco shares and the position, the percentage that will own pre-IPO and post-IPO is still meaningful at almost 47% post-IPO. Founders as well, that stays at about 30%. So significant insider ownership post-IPO. But those two groups do not get the LTIR. And Chris, these numbers are actually in the registration statement if you wanted to back into them yourselves. But Chris, anything else you want to add on the cap trigger? No, no. I mean, yeah, the LTIR wouldn't make sense if everybody got it. So it's just for the people that are buying the IPO. And so listen, the irony of what we've discovered here at MDB is that we're really excited about what we're doing right now. We've got the greatest opportunity to buy into these companies at valuations we haven't seen since the market meltdown in 2008, 2009. And the hard thing is being brave enough to be able to buy these things when nobody wants to buy anything. And so we're hoping, I mean, our hope is to get people invested in the bad times because we know a lot of our investors are really smarting because they bought way too many stocks after post-COVID when stocks were ripping and everybody was celebrating making money. People loaded up and have gotten burnt in these small stocks. But you got to buy these things when nobody wants them. And so we're just trying to get people to do this. I think we're going to use the LTIR with some of the public company financings we do. I think it's a great mechanism to get people to think long-term. And also, these companies want long-term holders. They don't want guys that are. We're seeing offerings get done with two warrants put on them. And I mean, it's craziness going on out there right now. So we hope that you like what we've done. We're thinking about you, and we want to really figure out a way to get you guys invested in these really game-changing companies when the market is not doing so well. So that's where we're at. Yeah. So why don't we open the floor for some questions and answers here? And this could still end up being one of the least you and I have spoken. We're at record time here. So we're communicating effectively, hopefully. So we've got a couple of easy, just off-the-top questions here. Did you need the right in order to get the deal done? I think we mentioned earlier on the right actually got added last Friday. We were over the $15 million in indications that are required to go on to NASDAQ before that happened. So it was not required to get the deal done. It was Chris's idea to resurrect it from past deals as a benefit to shareholders and as a way to incentivize the right investors into the deal. Chris, why don't you answer the next question comes? Why 15 million now versus the 17.2 million originally in the first registration statement? I think we looked at what our spend is, and I think, quite frankly, we want to dilute as little as possible. We're the largest shareholder, right, and if the company needs more money, we'll be there to provide it. We're not too concerned. It's going to be super capital-light, but with huge upside, and so, quite frankly, the idea from day one was to raise the minimal amount of capital. We originally thought we needed to do 17 to get NASDAQ listed, but it turned out that we could do it with 15, so it worked out better for us. That's good. All right. I've got two questions that are alluding to the same thing here. And I think Mo Hayat is with us, and he's going to come on and answer it. It relates to the tax treatment of the LTIR. Welcome, Mo, hiding in the shadows. A couple of people have asked, is the tax treatment the same as the original shares with the LTIR, if granted? The short answer is the tax treatment will be determined at the time that the LTIR shares are delivered, and if we meet the requisite test for less than $50 million in assets and the holders meet their own qualifications, then those shares potentially qualify, but that's to be determined at the time of share delivery. Okay. All right. That answers that question. Question here, Chris, maybe for you. I mean, I can answer it as well. Do you believe the book has long-term holders in it? So we talked about wanting to incentivize and attract the right investors. As you look at what we have with north of $15 million in orders, that it's long-term shareholders already. The great thing about doing deals in really bad markets is people that are short-term buyers generally don't buy. So if you were a flipper, you wouldn't want to buy this. And that's why the LTIR is great. No, it's great. I would say that everybody that's coming in that we know really, they're buying because they believe in the company. There's really, that's why I say we did one offering. We didn't use the LTIR, but for Pulse Biosciences, we did it when, I mean, again, nobody was doing IPOs. And man, we struggled to get $23 million sold. It was one of our best IPOs of all time. The stock went to 44 after we did it at $4. It went to 44 after it. It's like, but I mean, we had to twist arms to get people in it. Everybody that was in it was a lot, there was no flipping, right? So it's great. This is the benefit of being brave when other people aren't, so. Yeah. Let's get through a couple more here. One is if the new shares do not qualify, would it affect the status of the original shares? No, those are separate considerations. So the original shares in the IPO will qualify as QSBS 1202. Quick question here, Chris. I'll let you give the answer I know already. Will MDB be selling any of its shares it holds post-IPO? Post-IPO is a long time, right? At some point. So I would say that no, we have no intention of selling anytime soon. I think that if the company were to have a big value inflection point where the value of the company went up quite a bit, it's always been our intention to return capital to shareholders. And so that would mean we could dividend shares to shareholders, or we could monetize some of the shares. But that would only be done if it would not disturb the market and there was just the value of the company had increased materially, so. Okay. A couple of more technical questions on ownership and brokerage question. I own shares in two different brokerages of MDBH. Can I buy using the total count between the two brokerages? Yes, you can. You just have to let us know what it is and show that to us. We're tracking that. So if anyone has any questions about their indication, if they can increase it, reach out to any of us on the banking team, George Brandon, Kevin Cotter, myself, or Tony DiMicco. We can handle that for you if you have any questions on that. Another question comes in regarding ownership. They're purchasing their shares through MyIPO. Can I register them for the LTIR and then transfer them to a Schwab account? Our position, I think what we want to demonstrate, and you have to demonstrate that you are the owner, the original owner after the two-year holding period if the LTIR is going to be granted. I think that's where it's going to come down, Chris. That's what you've done historically on the three other deals, despite some of the technicalities of registering ownership. Is that correct? Demonstration of continuous ownership is really the hallmark that we're looking for. And so as long as someone can demonstrate that, the LTIR will be honored. Yes. It's super easy if you just keep buy it at MDB and hold it or at Paulson or at MyIPO. If you buy it and hold it there, that's super easy to demonstrate that, right? And so I think that the key is that it'll be easier for us to track. If it's also registered at the transfer agent, it's also easy to track. But that's why we're encouraging people to do it that way so that there's no significant discussion at the end. But if you can prove it, our intention is to honor it. Okay. Perfect. Well, I'm going to end on one last question here that I think is relevant. Just kind of touches on the previous one, two before. Is it too late to add more funds to my MDB account for the current IPO? I'd say this. We can go up to 17.2, I believe, is the max, roughly. So if you want to change your indication to increase it, you are certainly entitled to do that. We will do our best to honor it. If we get above the cap of where we're at, we have to look at MDB ownership and allocate based upon that. So by all means, if you want to adjust your indication higher, it is a time-sensitive thing. So I encourage you to reach out right after this call or tomorrow so that we can discuss what that looks like and make sure it can happen in time. And then with that being said, I just want to reiterate one, thank everyone for your attendance. If you have any questions, we're all available to answer them. And then also just keep an eye on your inbox. We're going to send a replay of this, but as well, we're going to be communicating with you once we get the final SEC approval about the trading date and when we can expect the deal to close. So we're anticipating that'll be next week. Mo, do you want to provide an update on that? Any late-breaking updates in terms of that or when we can expect to be in communication again? Yeah. No late-breaking updates. I think you captured it properly. We expect to conclude our processes with the SEC early next week, and then that allows us to conclude our processes with NASDAQ and FINRA to commence trading, so there's a domino effect here where one domino could potentially delay the others, but we expect everything to proceed seamlessly. All right. Great. Well, Chris, unless there's something else you want to add at the end here. No, just thank everyone. Just thank Just thank everybody. We realize all of you that are participating are brave souls in this market, but I think our hope is that you be rewarded handsomely for being brave. So thank you for your belief in us and your participation. I know the folks in Invizyne are grateful as well. So we look forward to hopefully building a great company that we can all be proud of and enjoy the benefits of that, so. With that, that concludes our update. Like I said, please reach out.