UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Inozyme Pharma, Inc.
(Name
of Issuer)
Common stock, $0.0001 par value per share
(Title
of Class of Securities)
45790W108
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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 in 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 (“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
|
13G |
Page
2 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
New
Enterprise Associates 15, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited partnership
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689 shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689 shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689 shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
3 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
NEA Partners 15, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited partnership
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689 shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689 shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689 shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
4 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
NEA 15 GP, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689
shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689
shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689 shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
5 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Forest
Baskett
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689
shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689
shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689
shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
6 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Anthony
A. Florence, Jr.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689
shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689
shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689
shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
7 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Mohamad H. Makhzoumi
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689
shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689
shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689
shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
8 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Scott
D. Sandell
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689
shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689
shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689
shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
9 of 17 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Peter W. Sonsini
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
2,437,689
shares
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
2,437,689
shares
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,689
shares
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 45790W108
|
13G |
Page
10 of 17 Pages |
| Item
1(a). |
Name
of Issuer: |
Inozyme Pharma, Inc. (the “Issuer”).
| Item
1(b). |
Address
of Issuer's Principal Executive Offices: |
321 Summer Street, Suite 400, Boston, Massachusetts 02210.
| Item
2(a). |
Names
of Persons Filing: |
This statement is being filed by New Enterprise Associates 15, L.P. (“NEA
15”); NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general partner of NEA 15; NEA 15 GP, LLC (“NEA
15 GP”), which is the sole general partner of NEA Partners 15; and Forest Baskett (“Baskett”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini
(“Sonsini”) (collectively, the “Managers”) and Joshua Makower (“Makower”). The Managers are the managers
of NEA 15 GP. NEA 15, NEA Partners 15, NEA 15 GP and the Managers are sometimes referred to collectively herein as the “Reporting
Persons”.
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
The address of the principal business office of NEA 15, NEA Partners 15,
NEA 15 GP and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal
business office of Baskett, Makhzoumi, and Sonsini is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The
address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY
10001.
Each of NEA 15 and NEA Partners 15 is a Delaware limited partnership. NEA
15 GP is a Delaware limited liability company. Each of the Managers is a United States citizen.
| Item
2(d). |
Title
of Class of Securities. |
Common stock, $0.0001 par value (“Common Stock”).
45790W108
| Item
3. |
If this statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a: |
Not
Applicable.
CUSIP
No. 45790W108
|
13G |
Page
11 of 17 Pages |
| |
(a) |
Amount Beneficially Owned: NEA 15 is the record owner of 2,437,689 shares
of Common Stock as of December 31, 2021 (the “Shares”). As the sole general partner of NEA 15, NEA Partners 15 may be deemed
to own beneficially the Shares. As the sole general partner of NEA Partners 15, NEA 15 GP likewise may be deemed to own beneficially the
Shares. As the individual Managers of NEA 15 GP, each of the Managers also may be deemed to own beneficially the Shares.
|
| |
(b) |
Percent of Class: See Line 11 of cover sheets. The percentages set forth
on the cover sheet for each Reporting Person are calculated based on 23,664,747 shares of Common Stock reported by the Issuer to be outstanding
as of November 8, 2021 on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021. |
| |
|
|
| |
(c) |
Number of shares as to which such person has: |
| |
(i) |
Sole power to vote or to direct the vote: See Line 5 of
the cover sheets. |
| |
|
|
| |
(ii) |
Shared power to vote or to direct the vote: See Line 6 of
the cover sheets. |
| |
|
|
| |
(iii) |
Sole power to dispose or to direct the disposition
of: See Line 7 of the cover sheets. |
| |
|
|
| |
(iv) |
Shared power to dispose or to direct the disposition
of: See Line 8 of the cover sheets. |
| |
|
|
Each Reporting Person disclaims beneficial ownership of such Securities
except for the shares, if any, such Reporting Person holds of record.
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
Makower has ceased to own beneficially five percent or more of the Issuer’s
Common Stock as a result of ceasing to be a Manager of NEA 15 GP.
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item
7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person. |
Not
applicable.
| Item
8. |
Identification
and Classification of Members of the Group. |
Not applicable. The Reporting Persons expressly disclaim membership
in a “group” as used in Rule 13d-5(b).
| Item
9. |
Notice
of Dissolution of Group. |
Not
applicable.
Not applicable. This Schedule 13G is not filed pursuant to
Rule 13d-1(b) or Rule 13d–1(c).
Material
to be Filed as Exhibits.
Exhibit 1 – Agreement
regarding filing of joint Schedule 13G.
Exhibit 2 – Power of
Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 45790W108
|
13G |
Page
12 of 17 Pages |
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
EXECUTED this 7th day
of February, 2022.
NEW
ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA
PARTNERS 15, L.P.
General Partner |
| By: | NEA
15 GP, LLC
General Partner |
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 15, L.P.
| By: | NEA
15 GP, LLC
General Partner |
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
15 GP, LLC
By: *
Louis
S. Citron
Chief
Legal Officer
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
CUSIP
No. 45790W108
|
13G |
Page
13 of 17 Pages |
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Louis S. Citron
Louis
S. Citron
As
attorney-in-fact
This Amendment No. 1 to Schedule 13G
was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached
as Exhibit 2.
CUSIP
No. 45790W108
|
13G |
Page
14 of 17 Pages |
Exhibit
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with
respect to the ownership by each of the undersigned of shares of stock of Inozyme Pharma, Inc.
EXECUTED this 7th day
of February, 2022.
NEW
ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA
PARTNERS 15, L.P.
General Partner |
| By: | NEA
15 GP, LLC
General Partner |
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 15, L.P.
| By: | NEA
15 GP, LLC
General Partner |
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
15 GP, LLC
By: *
Louis
S. Citron
Chief
Legal Officer
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
CUSIP
No. 45790W108
|
13G |
Page
15 of 17 Pages |
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement was executed by Louis S. Citron on behalf of the individuals
listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 45790W108
|
13G |
Page
16 of 17 Pages |
Exhibit
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without
the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates
and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or
her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability
company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the
Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she
might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully
do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali
Behbahani
/s/ Colin Bryant
Colin
Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence,
Jr.
Anthony
A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
CUSIP
No. 45790W108
|
13G |
Page
17 of 17 Pages |
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/
Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D.
Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang
