M&A - Inozyme Pharma, Inc.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525153582

Filing Summary: On July 1, 2025, BioMarin Pharmaceutical Inc. completed its acquisition of Inozyme Pharma, Inc. as per the Agreement and Plan of Merger established on May 16, 2025. The acquisition involved a tender offer initiated on June 2, 2025, at a price of $4.00 per share for Inozyme's common stock. The offer closed on June 30, 2025, with approximately 69.8% of shares validly tendered. After the acquisition, Inozyme ceased to be a standalone entity and became a wholly-owned subsidiary of BioMarin, resulting in changes in the board and executive officers of Inozyme. Following the merger, Inozyme’s shares were halted on Nasdaq, and the company plans to deregister its shares with the SEC. Additionally, the 2020 Employee Stock Purchase Plan was terminated in connection with the acquisition.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525153585

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. merged with Incline Merger Sub, Inc., a wholly-owned subsidiary of BioMarin Pharmaceutical Inc., pursuant to a Merger Agreement entered into on May 16, 2025. Following the merger, Inozyme Pharma, Inc. became a wholly-owned subsidiary of BioMarin Pharmaceutical Inc. Consequently, Inozyme Pharma has terminated all offerings and sales of its securities under two previously effective Registration Statements on Form S-3, removing unsold securities from registration as per SEC regulations. This post-effective amendment serves to deregister any unsold securities under the involved Registration Statements, thereby terminating their effectiveness.

Form Type: POS AM

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153591

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. completed a merger with BioMarin Pharmaceutical Inc. as part of a Merger Agreement signed on May 16, 2025. Following the merger, Inozyme Pharma became a wholly-owned subsidiary of BioMarin. This document serves as a post-effective amendment to deregister any unsold or unissued securities related to two previous Registration Statements. The first Registration Statement, effective August 23, 2021, was for the registration of up to $200 million in various securities, while the second, effective November 15, 2023, was for up to $300 million in securities. The completion of the merger leads to the termination of offerings and sales under these Registration Statements and the withdrawal of all unsold registered securities.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153632

Filing Summary: Inozyme Pharma, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 registration statement on July 1, 2025, to deregister any remaining unsold securities under several Registration Statements due to a merger with BioMarin Pharmaceutical Inc. Pursuant to the agreement dated May 16, 2025, Merger Sub merged with Inozyme, leading to Inozyme becoming a wholly-owned subsidiary of BioMarin. As part of this merger, Inozyme terminates all prior offerings and sales of its securities which were registered under the previously filed Registration Statements. The amendment serves to officially withdraw all securities that remain unsold as of this date and terminates the effectiveness of the Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153635

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statement to deregister unissued securities following its merger with BioMarin Pharmaceutical Inc. The amendment indicates that on the same date, Inozyme merged with Incline Merger Sub, Inc., a subsidiary of BioMarin, with Inozyme surviving as a wholly-owned subsidiary of BioMarin. As a result of this merger, Inozyme terminated all offerings and sales of its securities under the prior Registration Statements and has deregistered any unsold or unissued shares from those statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153636

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. filed a Post-Effective Amendment to its Form S-8 registration statement with the Securities and Exchange Commission. This amendment relates to previously filed registration statements, allowing deregistration of securities that remain unsold or unissued as of the filing date. It outlines the deregistration of shares under several incentive plans and notes that, following a merger agreement with BioMarin Pharmaceutical Inc., the Registrant has terminated all offerings of its securities. The merger results in the Registrant becoming a wholly-owned subsidiary of BioMarin, prompting the need to withdraw such offerings and amend the registration statements to reflect the deregistration of unsold securities.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153651

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. underwent a merger with BioMarin Pharmaceutical Inc., as a result of which Inozyme Pharma became a wholly-owned subsidiary of BioMarin. This Post-Effective Amendment No. 1 deregisters any unsold or unissued securities under multiple S-8 Registration Statements associated with the registrant, effectively terminating the registrations as a consequence of the merger. The document lists several prior registration numbers, detailing specific amounts of common stock associated with various equity incentive plans and stock purchase plans that are now being deregistered due to the merger. This indicates a substantial reorganization of the company's equity incentivization framework post-merger.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153654

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. filed a Post-Effective Amendment No. 1 to Form S-8, deregistering all unsold securities under several previous Registration Statements. The amendment is in relation to a merger agreement made on May 16, 2025, with BioMarin Pharmaceutical Inc. This merger resulted in Merger Sub merging with and into Inozyme, with Inozyme surviving as a wholly-owned subsidiary of BioMarin. Additionally, the amendment outlines the removal of various securities registrations related to equity incentive plans that have not been issued as of the merger date.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153657

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-8 Registration Statement for Inozyme Pharma, Inc., filed with the SEC on July 1, 2025. It is primarily to deregister any unsold or unissued securities related to several previously filed Registration Statements. As per the new Merger Agreement with BioMarin Pharmaceutical Inc., which took place on July 1, 2025, Inozyme Pharma has merged with Merger Sub and now operates as a wholly-owned subsidiary of BioMarin. Consequently, all offerings and sales of securities under the related Registration Statements have been terminated, and they have been amended to remove any unsold securities from registration, effectively terminating their effectiveness. The registration numbers referenced include 333-240146, 333-254685, 333-263586, 333-270733, 333-277839, and 333-285687, under which various shares of common stock were registered for distribution to incentive plans. These include shares from the Amended and Restated 2017 Equity Incentive Plan, the 2020 Stock Incentive Plan, and the 2020 Employee Stock Purchase Plan.

Form Type: SC 14D9/A

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153577

Filing Summary: On July 1, 2025, Inozyme Pharma, Inc. completed a merger following the expiration of a tender offer initiated by Incline Merger Sub, Inc., a wholly owned subsidiary of BioMarin Pharmaceutical Inc. The offer, which expired at midnight on June 30, 2025, saw 45,455,118 shares of common stock validly tendered, constituting approximately 69.8% of all outstanding shares. On July 1, Purchaser accepted for payment all shares that were validly tendered and not withdrawn, and the merger was executed without a vote from Inozyme's stockholders in accordance with Section 251(h) of the Delaware General Corporation Law (DGCL). Each share, except those exempted, was converted into cash worth $4.00, subject to applicable tax withholdings. Post-merger, Inozyme is set to become a wholly owned subsidiary of BioMarin, with shares ceasing to trade on The Nasdaq Global Select Market and plans to terminate registration under the Exchange Act.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525132782

Filing Summary: On May 16, 2025, Inozyme Pharma, Inc. entered into a Merger Agreement with BioMarin Pharmaceutical, Inc. and its wholly owned subsidiary, Incline Merger Sub, Inc. Following the signing of the Merger Agreement on May 30, 2025, Inozyme Pharma's compensation committee approved transaction bonuses for key employees, including CFO Sanjay Subramanian and COO Matthew Winton. Mr. Subramanian is set to receive a cash bonus of $350,000, while Dr. Winton is to receive $320,000 upon the successful closing of the merger, contingent on their continued employment until the Closing Date, with payment to occur within 30 days post-closing.

Form Type: SC14D9C

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122652

Filing Summary: Inozyme Pharma, Inc. has filed a Schedule 14D-9 regarding a planned cash tender offer by Incline Merger Sub Inc., a wholly owned subsidiary of BioMarin Pharmaceutical Inc., to acquire all outstanding shares of Inozyme's common stock. The tender offer is part of the Agreement and Plan of Merger dated March 16, 2025, where Merger Sub will merge with Inozyme, making Inozyme the surviving corporation. The filing relates solely to preliminary communications made before the commencement of the tender offer. Forward-looking statements indicate the anticipated occurrence of the tender offer, potential benefits of the acquisition, and expectations regarding Inozyme’s product candidate INZ-701. The document highlights various risks and uncertainties related to the acquisition process, regulatory approvals, and market conditions. Stockholders of both companies are advised to read the upcoming offer materials carefully when available as they will contain crucial information regarding the tender offer. The communication explicitly states that the tender offer materials have not yet commenced and provides information on where to find additional details about the acquisition.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525121310

Filing Summary: On May 16, 2025, Inozyme Pharma, Inc. entered into an Agreement and Plan of Merger with BioMarin Pharmaceutical Inc. and Incline Merger Sub, Inc. The Agreement stipulates that Incline Merger Sub will launch a tender offer to acquire all outstanding shares of Inozyme for $4.00 per share. The offer will initially expire 20 business days after commencement, unless extended. The merger will proceed without the need for a stockholder vote, with Inozyme becoming a wholly-owned subsidiary of BioMarin upon completion. Conditions for the offer include that more than 50% of shares must be validly tendered and that certain regulatory and legal conditions must be met. The agreement includes provisions for terminating the merger under specific circumstances and requires the Company to pay a termination fee of $8,700,000 under certain conditions. Furthermore, Stakeholders holding approximately 11.2% of shares had entered into Tender and Support Agreements to commit to tendering their shares. A joint press release was also issued on the same date to announce the merger details.