[8-K] Invizyne Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

eXoZymes Inc. (Nasdaq: EXOZ) filed a Form 8-K on June 17, 2025 disclosing changes to the compensation package of Chief Executive Officer Michael Heltzen under Item 5.02.

• Base salary: increased to an annualized $450,000.
• Equity incentive: option grant covering 235,817 common shares at an exercise price of $12.40 per share. Vesting will occur in equal quarterly installments over four years beginning July 1 2025 and the options expire June 29 2032.
• Cash bonus: one-time payment of $250,000.

The filing contains no additional operational or financial data. The compensation committee approved the adjustments, indicating a focus on talent retention and long-term alignment through equity, though the grant introduces incremental dilution and higher cash outflow.

No other items were reported; the only exhibit referenced is the Inline XBRL cover page (Exhibit 104).

Positive

• Long-term vesting structure aligns CEO incentives with shareholder value and promotes retention.
• Strike price set at $12.40 (above current market) reduces immediate dilution risk.

Negative

• Higher cash compensation increases fixed costs during pre-revenue phase.
• Option issuance of 235,817 shares adds up to ~1.6% potential dilution to existing shareholders.

Insights

Corporate Governance Expert

TL;DR: Routine CEO pay raise; modest dilution; governance impact limited.

The board’s compensation committee boosted Mr. Heltzen’s pay mix. The higher cash salary plus $250k bonus raises fixed cost but remains typical for a Nasdaq Capital Market biotech of eXoZymes’ size. The 235,817-share option grant vests over four years, tying value creation to share-price appreciation and providing retention leverage. At the $12.40 strike, options are out-of-the-money if the stock trades below that level, partially mitigating immediate accounting expense. Dilution is about 1.6% of a 15 million-share base—immaterial for most investors. Overall governance profile stays neutral: no mention of performance criteria on the cash bonus, but time-based vesting is standard.

Portfolio Manager

TL;DR: Neutral to valuation; cost uptick balanced by incentive alignment.

The incremental $200k+ in annual cash comp slightly pressures SG&A, yet total cash burn impact is negligible relative to typical R&D spend. Share-based comp adds potential dilution, but the 12.40 strike is 25-30% above recent trading, limiting near-term EPS effect. Investors may view the move as a signal the company is securing leadership through clinical or commercial inflection points. Absent revenue or pipeline updates, today’s filing is not materially price-moving.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 17, 2025

EXOZYMES INC.

(Exact name of registrant as specified in its charter)

Nevada		001-42204		83-4550057
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

750 Royal Oaks Drive, Suite 106

Monrovia, CA 91016

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (626) 415-1488

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EXOZ		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2025, eXoZymes Inc. (the “Company”) increased the compensation due to be provided to Michael Heltzen, the Company’s Chief Executive Officer, upon the recommendation of the Company’s Compensation Committee, as follows: (i) the Company increased Michael Heltzen’s base salary to an annualized rate equal to $450,000.00 in the aggregate, (ii) the Company agreed to grant Michael Heltzen options (the “Options”) to purchase 235,817 shares of its common stock, par value $0.000001 per share (the “Common Stock”), at an exercise price equal to $12.40 per share of Common Stock, and (iii) the Company agreed to pay Michael Heltzen a one-time bonus equal to $250,000.00 in the aggregate.

The Options would vest over a four (4) year period, in equal quarterly installments at the end of each quarter of the calendar year, and the Options would commence vesting on July 1, 2025. The option expires June 29, 2032.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 20, 2025	EXOZYMES INC.
	By	/s/ Fouad Nawaz
		Fouad Nawaz,
		Vice President, Finance

FAQ

What compensation changes did EXOZYMES (EXOZ) disclose?

Base salary raised to $450,000, one-time bonus of $250,000, and 235,817 stock options at a $12.40 strike.

When do the new stock options for CEO Michael Heltzen vest?

Options vest quarterly over four years starting July 1 2025 and expire June 29 2032.

How much potential dilution could occur from the new option grant?

If all 235,817 options are exercised, dilution would be about 1.6% of a 15 million-share base (exact share count not disclosed).

Is the cash bonus performance-based?

The filing specifies a one-time $250,000 bonus but does not state any performance conditions.

Does the 8-K include any financial results or guidance?

No. The 8-K is limited to CEO compensation; it contains no earnings or guidance information.