SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3 )*

 

 

Inozyme Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45790W 108

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

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

March 25, 2021

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 (the “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.: 45790W 108

 

  1.    

  Name of Reporting Person:

 

  Novo Holdings A/S

  2.  

  Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only:

 

  4.  

  Source of Funds:

 

  WC

  5.  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  ☐

  6.  

  Citizenship or Place of Organization:

 

  Denmark

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

 

     7.     

  Sole Voting Power:

 

  1,969,379

     8.   

  Shared Voting Power:

 

  0

     9.   

  Sole Dispositive Power:

 

  1,969,379

   10.   

  Shared Dispositive Power:

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person:

 

  1,969,379

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

  ☐

13.  

  Percent of Class Represented By Amount In Row (11):

 

  8.4% (1)

14.  

  Type of Reporting Person:

 

  CO

 

(1)

Based upon 23,464,130 shares of the Issuer’s Common Stock outstanding as of March 19, 2021, as reported in the Issuer’s 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2021.

 

2


This amendment (“Amendment No. 3”), amends the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on July 29, 2020, as subsequently amended by Amendment No. 1 filed on October 5, 2020 and Amendment No. 2 filed on February 1, 2021 (collectively, the “Schedule”), to report a decrease in beneficial ownership of common stock of the Issuer held by Novo Holdings A/S resulting from the sale of shares by Novo Holdings A/S and an increase in the current number of outstanding shares reported by the Issuer. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

Item 2. Identity and Background

Item 2 is amended and replaced in its entirety as follows:

 

  (a)

Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Foundation (the “Foundation”), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

 

  (b)

The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

 

  (c)

Novo Holdings A/S, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

 

  (d)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

 

  (e)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was 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 or 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.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (c) are amended and replaced in its entirety as follows:

 

  (a)

Novo Holdings A/S beneficially owns 1,969,379 shares of Common Stock representing approximately 8.4% of the Issuer’s outstanding shares of Common Stock, based upon 23,464,130 shares of the Issuer’s Common Stock outstanding as of March 19, 2021, as reported in the Issuer’s 10-K filed with the SEC on March 25, 2021.

 

  (c)

On February 2, 2021, Novo Holdings A/S sold 225,000 shares at $21.00 per share in a block sale broker transaction. No other transactions in the Issuer’s Common Stock were effected by Novo Holdings A/S nor the Foundation nor any person listed on Schedule I to the Schedule in the Issuer’s Common Stock since the date of the most recent Schedule 13D filing.

 

3


SIGNATURE

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: March 30, 2021    

Novo Holdings A/S

   

/s/ Peter Haahr

    By:   Peter Haahr
    Its:   Chief Financial Officer


Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

 

Novo Holdings A/S

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

  

Christianholms Tværvej 27, 2930 Klampenborg

Denmark

   Professional Board Director    Denmark

Steen Riisgaard,

Vice Chairman of the Board

  

Hestetangsvej 155,

3520 Farum,

Denmark

   Professional Board Director    Denmark

Jean-Luc Butel,

Director

  

235 Arcadia Road

unit # 10-3

289843 Singapore

   Global Healthcare Advisor, President, K8 Global Pte Ltd.    Singapore

Jeppe Christiansen,

Director

  

c/o Kasper Fonager Christiansen

Classensgade 59, 5. th.

2100 Kobenhavn Ø

Denmark

  

Chief Executive Officer,

Fondsmaeglerselskabet Maj Invest A/S

   Denmark

Francis Michael Cyprian Cuss,

Director

  

111 Rippling Brook Way,

Bernardsville,

NJ 07924

USA

   Former Executive Vice President and Chief Scientific Officer of Bristol-Myers Squibb    United Kingdom

Viviane Monges,

Director

   Chemin de Craivavers 32, 1012 Lausanne, Switzerland    Professional Board Director    France

Henrik Poulsen,

Director

  

Emiliekildevej 36

2930 Klampenborg

Denmark

   Professional Board Director and Senior Advisor, A.P. Møller Holding A/S,    Denmark

Poul Carsten Stendevad,

Director

  

3220 Idaho Ave NW

Washington, DC 20016

USA

   Senior Fellow, Bridgewater Associates    Denmark

Kasim Kutay,

Chief Executive Officer of Novo Holdings A/S

  

Bredgade 65, 3.tv. 1260 Copenhagen K.

Denmark

   Chief Executive Officer of Novo Holdings A/S    United Kingdom

Peter Haahr,

Chief Financial Officer of Novo Holdings A/S

  

Ordrup Have 21

2920 Charlottenlund

Denmark

   Chief Financial Officer of Novo Holdings A/S    Denmark

 

Novo Nordisk Foundation

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

  

Christianholms Tværvej 27

2930 Klampenborg

Denmark

 

   Professional Board Director    Denmark


Novo Nordisk Foundation

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Marianne Philip,

Vice Chairman of the Board

  

Annasvej 28

2900 Hellerup

Denmark

   Attorney    Denmark

Steen Riisgaard,

Director

   Hestetangsvej 155
3520 Farum
Denmark
   Professional Board Director    Denmark

Mads Krogsgaard Thomsen,

Chief Executive Officer

  

Præstevejen 38

3230 Græsted

Denmark

   Chief Executive Officer, Novo Nordisk Foundation    Denmark

Anne Marie Kverneland,

Director

  

Nybrovej 216

2800 Kgs. Lyngby

Denmark

   Laboratory technician, Novo Nordisk A/S    Denmark

Lars Bo Køppler,

Director

  

Anemonevej 7

3550 Slangerup

Denmark

   Technician, Novozymes A/S    Denmark

Lars Henrik Fugger,

Director

   72 Staunton Road, Headington
Great Britain
   Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain    Denmark

Lars Henrik Munch,

Director

  

Galionsvej 46

1437 Copenhagen K

Denmark

   Professional Board Director    Denmark

Mads Boritz Grøn,

Director

  

Horsevænget 4

3400 Hillerød

Denmark

   Senior Lead Auditor    Denmark

Liselotte Højgaard,

Director

  

Grønningen 21

1270 Copenhagen K

Denmark

   Professor    Denmark