Pivotal Tendered 4,494,851 INZY Shares in BioMarin Offer; Now 0% Owner

Rhea-AI Filing Summary

Inozyme Pharma, Inc. (INZY) Schedule 13D/A shows that Pivotal-related reporting persons tendered an aggregate of 4,494,851 shares of common stock in a tender offer at $4.00 per share, which were accepted by the offering party, BioMarin Pharmaceutical Inc., at 11:59 p.m. ET on June 30, 2025. Following settlement of the offer on July 1, 2025, the reporting persons ceased to be beneficial owners of more than 5% of Inozyme common stock. The filing updates the cover page ownership rows to reflect 0 shares beneficially owned and 0% ownership for each reporting person.

Positive

• The reporting persons tendered and had 4,494,851 shares accepted at $4.00 per share in BioMarin's tender offer.
• Post-settlement ownership is clearly disclosed as 0 shares and 0%, providing transparency on ownership change.

Negative

• The reporting persons ceased to be beneficial owners of more than 5% of Inozyme common stock, removing a previously reported large stakeholder.

Insights

Financial Analyst

TL;DR: Reporting persons sold 4,494,851 shares at $4.00 in a tender offer and now hold 0 shares, reducing ownership below 5%.

The filing documents a completed tender transaction: 4,494,851 shares were tendered and accepted in BioMarin's offer at $4.00 per share, and settlement occurred such that each listed Pivotal entity reports 0 beneficially owned shares and 0% ownership. For investors, this is a clear disclosure of exit by these shareholders rather than a change in company operating metrics; the material fact is the reduction of a formerly >5% holder to below the Section 13(d) threshold.

Corporate Governance Expert

TL;DR: Governance disclosure updated to reflect post-tender ownership of zero; no litigation or additional arrangements disclosed.

The Schedule 13D/A amends Items 5(a)-(c) and 5(e) to incorporate cover page data showing zero sole/shared voting and dispositive power across the listed Pivotal and Nan Fung entities. The filing cites the tender offer settlement date and the acceptance by BioMarin but does not disclose any side agreements, litigation, or continuing group relationships affecting control. From a governance perspective, this is a routine post-transaction reporting update.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Inozyme Pharma, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45790W108

(CUSIP Number)

Robert Hopfner
Pivotal bioVenture Partners Fund I UGP, 501 2nd Street, Suite 200
San Francisco, CA, 94107
(415) 697-1002

Louis Rambo
Proskauer Rose, LLP, 1001 Pennsylvania Avenue NW, Suite 600
Washington, DC, 20004-2533
(202) 416-6800

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

07/01/2025

(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.

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 ("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).

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

Pivotal bioVenture 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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

Pivotal bioVenture Partners Fund II, 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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

Pivotal bioVenture Partners Fund II 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)

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

Pivotal 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45790W108

1

Name of reporting person

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Inozyme Pharma, Inc.
(c)	Address of Issuer's Principal Executive Offices: 321 Summer Street, Suite 400, Boston, MASSACHUSETTS , 02210.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) and Item 5(e) are amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c)	The Reporting Persons tendered an aggregate of 4,494,851 shares of Common Stock in a tender offer at a price of $4.00 per share, which were accepted by BioMarin Pharmaceutical Inc., the offering party, one minute past 11:59 p.m. Eastern Time on June 30, 2025 (the "Tender Offer").
(e)	On July 1, 2025, following the settlement of the Tender Offer, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock.

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.

Pivotal bioVenture Partners Fund I, L.P.

Signature:	/s/ Robert Hopfner, Director
Name/Title:	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
Date:	08/27/2025

Pivotal bioVenture Partners Fund II, L.P.

Signature:	/s/ Peter Tuxen Bisgaard
Name/Title:	By Pivotal bioVenture Partners Fund II G.P., Ltd, its general partner; By Peter Tuxen Bisgaard, Director
Date:	08/27/2025

Pivotal bioVenture Partners Fund II G.P. Ltd

Signature:	/s/ Peter Tuxen Bisgaard
Name/Title:	Peter Tuxen Bisgaard, Director
Date:	08/27/2025

Pivotal bioVenture Partners Fund I G.P., L.P.

Signature:	/s/ Robert Hopfner
Name/Title:	By Pivotal bioVenture Partners Fund I U.G.P. Ltd, its general partner; By Robert Hopfner, Authorized Signatory
Date:	08/27/2025

Pivotal bioVenture Partners Fund I U.G.P. Ltd

Signature:	/s/ Robert Hopfner
Name/Title:	Robert Hopfner, Authorized Signatory
Date:	08/27/2025

Pivotal Partners Ltd

Signature:	/s/ Sun Xintong
Name/Title:	Sun Xintong, Director
Date:	08/27/2025

Pivotal Life Sciences Holdings Limited

Signature:	/s/ Sun Xintong
Name/Title:	Sun Xintong, Director
Date:	08/27/2025

Nan Fung Life Sciences Holdings Limited

Signature:	/s/ Sun Xintong
Name/Title:	Sun Xintong, Director
Date:	08/27/2025

NF Investment Holdings Limited

Signature:	/s/ Tang Chun Wai Nelson
Name/Title:	Tang Chun Wai Nelson, Director
Date:	08/27/2025

Nan Fung Group Holdings Limited

Signature:	/s/ Tang Chun Wai Nelson
Name/Title:	Tang Chun Wai Nelson, Director
Date:	08/27/2025

FAQ

What did the Schedule 13D/A for Inozyme (INZY) disclose?

The filing reports that Pivotal-related reporting persons tendered 4,494,851 shares at $4.00 per share in BioMarin's tender offer and, following settlement on July 1, 2025, hold 0 shares (0%).

How many shares were tendered and at what price?

An aggregate of 4,494,851 shares were tendered and accepted at a price of $4.00 per share.

When did the reporting persons cease to be over 5% owners of INZY?

Following settlement of the tender offer, they ceased to be beneficial owners of more than 5% on July 1, 2025.

Who accepted the tendered shares?

The offering party that accepted the tendered shares was BioMarin Pharmaceutical Inc..

Do the filings show any remaining voting or dispositive power for the reporting persons?

No; the cover pages report 0 sole and shared voting power and 0 sole and shared dispositive power for each reporting person.