Sec Form 13D Filing - Pivotal bioVenture Partners Fund I L.P. @ INOZYME PHARMA INC

Sec Form 13D Filing - Pivotal bioVenture Partners Fund I L.P. filing for INOZYME PHARMA INC (INZY) - 2022-04-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Inozyme Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

45790W108

(CUSIP Number)

Robert Hopfner

Pivotal bioVenture Partners Fund I U.G.P.

501 2nd Street, Suite 200

San Francisco, CA 94107

(415) 697-1002

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 19, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45790W108


1.		Names of Reporting Persons. Pivotal bioVentures Partners Fund I, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. Pivotal bioVenture Partners Fund I G.P., L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. Pivotal bioVenture Partners Fund I U.G.P., Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. Pivotal Partners Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. Pivotal Life Sciences Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
&#x A0; 4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. Nan Fung Life Sciences Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British Virgin Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. NF Investment Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British Virgin Islands

CUSIP No. 45790W108


1.		Names of Reporting Persons. Nan Fung Group Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British Virgin Islands

Item 1. Security and Issuer

This Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Inozyme Pharma, Inc., a corporation incorporated under the laws of the State of Delaware (the “Issuer”), which has its principal executive offices at 321 Summer Street, Suite 400, Boston, MA 02210.

Item 2. Identity and Background

(a)

This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person”):

(i)

Pivotal bioVentures Partners Fund I, L.P. (“Pivotal”)

(ii)

Pivotal bioVentures Partners Fund I G.P. (“Pivotal GP”)

(iii)

Pivotal bioVentures Partners Fund I U.G.P., Ltd. (the “Ultimate General Partner”)

(iv)

Pivotal Partners Ltd (“Pivotal Partners”)

(v)

Pivotal Life Sciences Holdings Limited (“Pivotal Life Sciences”)

(vi)

Nan Fung Life Sciences Holdings Limited (“Nan Fung Life Sciences”)

(vii)

NF Investment Holdings Limited (“NFIHL”)

(viii)

Nan Fung Group Holdings Limited (“NFGHL”)

Pivotal GP is the general partner of Pivotal, and Ultimate General Partner is the general partner of Pivotal GP. Ultimate General Partner is wholly-owned by Pivotal Partners. Pivotal Partners is wholly-owned by Pivotal Life Sciences. Pivotal Life Sciences is wholly owned by Nan Fung Life Sciences, and Nan Fung Life Sciences is wholly-owned by NFIHL, which is wholly owned by NFGHL. Robert Hopfner, Ph.D., is a managing partner of the Ultimate General Partner. The members of the Executive Committee of NFGHL make investment decisions with respect to the securities of the Issuer held by Pivotal and NFLS. Mr. Kam Chung Leung, Mr. Frank Kai Shui Seto, Mr. Vincent Sai Sing Cheung, Mr. Pui Kuen Cheung, Mr. Kin Ho Kwok, Ms. Vanessa Tih Lin Cheung, Mr. Meng Gao and Mr. Chun Wai Nelson Tang are the members of the Executive Committee of NFGHL. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.

(b)

The address of the principal business office of Pivotal, Pivotal GP, the Ultimate General Partner, Pivotal Partners, and Pivotal Life Sciences (collectively, the “Pivotal Entities”) is:

501 2^nd Street, Suite 200

San Francisco, CA 94107

The address of the principal business office of NFGHL is:

23rd Floor, Nan Fung Tower,

88 Connaught Road Central and 173 Des Voeux Road Central, Central, Hong Kong.

The registered office address of NFIHL is:

Vistra Corporate Services Centre, Wickhams Cay II,

Road Town, Tortola, VG1110 British Virgin Islands.

(c)

The principal business of the Pivotal Entities is to make investments. The principal business of each of Nan Fung Life Sciences, NFGHL, and NFIHL is investment holding. The principal business of the members of the Executive Committee of NFGHL is to manage and make decisions with respect to such investments.

(d)

During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the individuals listed in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the individuals listed in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Pivotal is a Cayman Islands exempted limited partnership. Pivotal GP is a Cayman Islands exempted limited partnership. Ultimate General Partner is a Cayman Islands exempted company. Pivotal Partners is a Cayman Islands exempted company. Pivotal Life Sciences is a Cayman Islands exempted company. Nan Fung Life Sciences, NFIHL and NFGHL are incorporated in the British Virgin Islands. Mr. Kam Chung Leung, Mr. Pui Kuen Cheung, Mr. Kin Ho Kwok, Mr. Meng Gao and Mr. Chun Wai Nelson Tang are citizens of the Hong Kong Special Administrative Region of the People’s Republic of China. Mr. Frank Kai Shui Seto is a citiz en of Canada. Mr. Vincent Sai Sing Cheung and Ms. Vanessa Tih Lin Cheung are citizens of the United Kingdom.

Item 3. Source and Amount of Funds or Other Consideration

Pivotal acquired 187,500 shares of Common Stock in the Issuer’s initial public offering for an aggregate purchase price of $3,000,000. Upon the closing of the Issuer’s initial public offering, the 10,489,510 shares of the Issuer’s Series A-2 Convertible Preferred Stock that Pivotal held were automatically converted into Common Stock on a 7.4730-for-1 basis, or 1,403,654 shares of Common Stock. On April 19, 2022, Pivotal acquired 1,070,000 shares of Common Stock in a secondary public offering conducted by the issuer for an aggregate purchase price of $3,948,300.

Item 4. Purpose of Transaction

The Reporting Persons acquired and beneficially own the shares of Common Stock reported on this Schedule 13D for investment purposes. Robert Hopfner, Ph.D., a managing partner of the Ultimate General Partner, is a member of the Board of Directors of the Issuer.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of its Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect to their investment in the Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates to acquire additional shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; or (iii) continuing to hold or causing affiliates to hold the shares of Common Stock (or any derivative thereof). In addition, the Reporting Persons may engage in discussions with the Issuer’s management, members of its board of directors, stockholders and other relevant parties or take other actions concerning the Issuer’s operations, capital expenditures, financings, executive compensation practices, capital structure, and the composition of the Issuer’s Board of Directors.

Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates to or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.

The information in Item 6 of this Schedule 13D is incorporated by reference into this Item 4.

Item 5. Interest in Securities of the Issuer

(a)

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 40,095,398 outstanding shares of Common Stock, as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on April 14, 2022.

(b)

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.

(c)

On April 19, 2022, Pivotal acquired 1,070,000 shares of Common Stock in a secondary public offering conducted by the Issuer at a purchase price of $3.69 per share for an aggregate purchase price of $3,948,300.

(d)

No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not applicable.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 28, 2022


PIVOTAL BIOVENTURE PARTNERS FUND I, L.P.

By: PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P. Its General Partner,

By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD. Its General Partner,

By:		/s/ Robert Hopfner
		Robert Hopfner
		Authorized Signatory

PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P.

By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD Its General Partner,

By:		/s/ Robert Hopfner
		Robert Hopfner
		Authorized Signatory

PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD.

By:		/s/ Robert Hopfner
		Robert Hopfner
		Authorized Signatory

PIVOTAL PARTNERS LTD

By:		/s/ Sun Xintong
Name:		Sun Xintong
Title:		Director

PIVOTAL LIFE SCIENCES HOLDINGS LIMITED

By:		/s/ Sun Xintong
Name:		Sun Xintong
Title:		Director


NAN FUNG LIFE SCIENCES HOLDINGS LIMITED

By:		/s/ Sun Xintong
		Sun Xintong
		Director

NF INVESTMENT HOLDINGS LIMITED

By:		/s/ Tang Chun Wai Nelson
		Tang Chun Wai Nelson
		Director

NAN FUNG GROUP HOLDINGS LIMITED

By:		/s/ Tang Chun Wai Nelson
		Tang Chun Wai Nelson
		Director

By:		/s/ Cheung Vincent Sai Sing
		Cheung Vincent Sai Sing
		Director

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

2,661,154

Sole Dispositive Power

0

Shared Dispositive Power

2,661,154