Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
August 07 2023 - 9:58PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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. Ltd
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)
August 1, 2023
(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 persons 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
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1. |
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Names of Reporting Persons.
Pivotal bioVenture Partners Fund I, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
2,923,110 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
2,923,110 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,923,110 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 6.2% |
14. |
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Type of Reporting Person
(See Instructions) PN |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Pivotal bioVenture Partners Fund II, L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
1,571,741 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
1,571,741 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,571,741 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 3.3% |
14. |
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Type of Reporting Person
(See Instructions) PN |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Pivotal bioVenture Partners Fund II G.P. Ltd |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) AF |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
1,571,741 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
1,571,741 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,571,741 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 3.3% |
14. |
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Type of Reporting Person
(See Instructions) PN |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Pivotal bioVenture Partners Fund I G.P., L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) AF |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
2,923,110 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
2,923,110 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,923,110 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 6.2% |
14. |
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Type of Reporting Person
(See Instructions) PN |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Pivotal bioVenture Partners Fund I U.G.P. Ltd |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
|
4. |
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Source of Funds (See
Instructions) WC |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
2,923,110 |
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9. |
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Sole Dispositive Power
0 |
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10. |
|
Shared Dispositive Power
2,923,110 |
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|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,923,110 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 6.2% |
14. |
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Type of Reporting Person
(See Instructions) CO |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Pivotal Partners Ltd |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) AF |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
0 |
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8. |
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Shared Voting Power
4,494,851 |
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9. |
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Sole Dispositive Power
0 |
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10. |
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Shared Dispositive Power
4,494,851 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,494,851 |
12. |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 9.5% |
14. |
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Type of Reporting Person
(See Instructions) CO |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Pivotal Life Sciences Holdings Limited |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) AF |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
|
Citizenship or Place of
Organization Cayman
Islands |
|
|
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
0 |
|
8. |
|
Shared Voting Power
4,494,851 |
|
9. |
|
Sole Dispositive Power
0 |
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10. |
|
Shared Dispositive Power
4,494,851 |
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11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,494,851 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
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Percent of Class
Represented by Amount in Row (11) 9.5% |
14. |
|
Type of Reporting Person
(See Instructions) CO |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Nan Fung Life Sciences Holdings Limited |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) AF |
5. |
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
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Citizenship or Place of
Organization British Virgin
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
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Sole Voting Power
0 |
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8. |
|
Shared Voting Power
4,494,851 |
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9. |
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Sole Dispositive Power
0 |
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10. |
|
Shared Dispositive Power
4,494,851 |
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|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,494,851 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 9.5% |
14. |
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Type of Reporting Person
(See Instructions) CO |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
NF Investment Holdings Limited |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Source of Funds (See
Instructions) AF |
5. |
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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 |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
0 |
|
8. |
|
Shared Voting Power
4,494,851 |
|
9. |
|
Sole Dispositive Power
0 |
|
10. |
|
Shared Dispositive Power
4,494,851 |
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,494,851 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 9.5% |
14. |
|
Type of Reporting Person
(See Instructions) CO |
CUSIP No. 45790W108
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1. |
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Names of Reporting Persons.
Nan Fung Group Holdings Limited |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
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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 |
|
|
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
Sole Voting Power
0 |
|
8. |
|
Shared Voting Power
4,494,851 |
|
9. |
|
Sole Dispositive Power
0 |
|
10. |
|
Shared Dispositive Power
4,494,851 |
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,494,851 |
12. |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 9.5% |
14. |
|
Type of Reporting Person
(See Instructions) CO |
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended and supplemented as follows:
On
August 1, 2023, Pivotal and Pivotal II purchased an aggregate of 833,333 shares of Common Stock in connection with a secondary offering conducted by the Issuer for an aggregate purchase price of $3,999,998.
Item 5. Interest in Securities of the Issuer
Item 5
is amended and supplemented as follows:
(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 47,319,480 outstanding shares of Common Stock, as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on July 28, 2023.
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(c) |
On August 1, 2023, Pivotal and Pivotal II purchased an aggregate of 833,333 shares of Common Stock in
connection with a secondary offering conducted by the Issuer. The shares of Common Stock were purchased for $4.80 per share and an aggregate purchase price of $3,999,998. |
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: August 7, 2023
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PIVOTAL BIOVENTURE PARTNERS FUND I, L.P. |
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By: PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P.
Its General Partner, |
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By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P. LTD
Its General Partner, |
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By: |
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/s/ Robert Hopfner |
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Robert Hopfner |
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Authorized Signatory |
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PIVOTAL BIOVENTURE PARTNERS FUND II, L.P. |
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By: PIVOTAL BIOVENTURE PARTNERS FUND II G.P. LTD
Its General Partner, |
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By: |
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/s/ Peter Tuxen Bisgaard |
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Peter Tuxen Bisgaard |
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Director |
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PIVOTAL BIOVENTURE PARTNERS FUND II G.P. LTD |
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By: |
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/s/ Peter Tuxen Bisgaard |
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Peter Tuxen Bisgaard |
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Director |
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PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P. |
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By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P. LTD
Its General Partner, |
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By: |
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/s/ Robert Hopfner |
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Robert Hopfner |
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Authorized Signatory |
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PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P. LTD |
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By: |
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/s/ Robert Hopfner |
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Robert Hopfner |
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Authorized Signatory |
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PIVOTAL PARTNERS LTD |
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By: |
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/s/ Sun Xintong |
Name: |
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Sun Xintong |
Title: |
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Director |
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PIVOTAL LIFE SCIENCES HOLDINGS LIMITED |
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By: |
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/s/ Sun Xintong |
Name: |
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Sun Xintong |
Title: |
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Director |
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NAN FUNG LIFE SCIENCES HOLDINGS LIMITED |
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By: |
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/s/ Sun Xintong |
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Sun Xintong |
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Director |
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NF INVESTMENT HOLDINGS LIMITED |
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By: |
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/s/ Tang Chun Wai Nelson |
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Tang Chun Wai Nelson |
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Director |
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NAN FUNG GROUP HOLDINGS LIMITED |
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By: |
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/s/ Tang Chun Wai Nelson |
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Tang Chun Wai Nelson |
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Director |
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