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United States securities and exchange commission logo
June 24, 2020
Axel Bolte
President and Chief Executive Officer
Inozyme Pharma, Inc.
321 Summer Street
Suite 400
Boston, Massachusetts 02210
Re: Inozyme Pharma,
Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted June 12,
2020
CIK No. 0001693011
Dear Mr. Bolte:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Amendment No. 1
Prospectus Summary
Our Solution: INZ-701, page 3
1. We note your response
to comment 4. The pyramid graphic is not based on comparable
figures and places
disproportionate emphasis on the information it contains, and should be
further revised for
proportionality and balance. In addition, while we understand that
investors may be
interested in your potential gene therapy products, they are not
sufficiently developed
to highlight in the summary and pipeline table a this time. Revise
the table and summary
accordingly.
Axel Bolte
Inozyme Pharma, Inc.
June 24, 2020
Page 2
Pipeline, page 5
2. We note your response to prior comment 7 and that you have revised the
pipeline table to
include your potential gene therapy program using the AAV construct, but
it does not
appear that you have selected a development candidate or a targeted
indication for that
program at this time, and it does not appear that you have allocated a
material portion of
the proceeds of your offering for the development of that program. As
that program may
be too preliminary to be emphasized in your summary and pipeline table,
please provide
us with your analysis supporting your determination to feature that
program in your
summary and pipeline table at this time. If this program is material,
please revise your
table to more specifically identify the product candidate and the
targeted indication or
revise your disclosure as appropriate.
Principal Stockholders, page 190
3. Please revise footnote 7 to your table to identify the natural persons
who have or share
beneficial ownership of the securities held by the Cowen Entities.
Consolidated Financial Statements
Unaudited Pro Forma Information, page F-11
4. We note that your pro forma balance sheet reflects the issuance of the
June 2020 preferred
stock and the conversion of all your preferred stock, inclusive of the
June 2020 preferred
stock. However, your pro forma earnings per share calculations only
reflect
the conversion of your preferred stock that was outstanding as of March
31, 2020. Please
explain why you have not included the June 2020 preferred stock issuance
and conversion
in your pro forma earnings per share calculations. In this regard, we
note that for
transactions involving the issuance of securities subsequent to the
latest balance sheet
presented, you should give pro forma effect to those shares as being
outstanding as of the
beginning of the earliest period presented. Please advise or revise your
pro forma
earnings per share information throughout the filing.
You may contact Gary Newberry at (202) 551-3761 or Jeanne Baker at (202)
551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with
any other
questions.
Sincerely,
FirstName LastNameAxel Bolte
Division of
Corporation Finance
Comapany NameInozyme Pharma, Inc.
Office of Life
Sciences
June 24, 2020 Page 2
cc: Brian A. Johnson, Esq.
FirstName LastName