[6-K] BP p.l.c. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Inozyme Pharma, Inc. has filed Post-Effective Amendment No. 1 to six previously effective Form S-8 registration statements after the closing of its acquisition by BioMarin Pharmaceutical Inc. on July 1, 2025. The amendment formally terminates all offerings under the 2017, 2020 and 2023 equity incentive and employee stock purchase plans and deregisters every share that remained unissued under those plans.

The affected statements originally covered an aggregate of roughly 15.5 million shares of common stock across successive annual top-ups: 4.29 million (2020), 1.17 million (2021), 1.18 million (2022), 3.01 million (2023), 2.87 million (2024) and 2.97 million (2025). With Inozyme now a wholly-owned subsidiary, no further equity awards or ESPP issuances will be made, eliminating any residual dilution overhang and rendering the S-8s obsolete.

The filing is largely administrative but it: (1) documents the completion of the merger; (2) removes unsold securities from SEC registration; and (3) closes out Inozyme’s equity plans on the public record. No financial statements or earnings information are included.

Positive

• Merger completion with BioMarin on July 1 2025 provides definitive liquidity for former INZY shareholders and integrates the business into a larger biotech platform.
• Deregistration of roughly 15.5 million unsold shares removes any residual dilution overhang and simplifies post-merger capital structure management.

Negative

• None.

Insights

Equity Research Analyst

TL;DR – Administrative filing; confirms merger close and removes potential dilution. Overall neutral for investors.

This S-8 POS is housekeeping that follows BioMarin’s cash acquisition of Inozyme. By deregistering ~15.5 million unissued shares, the company eliminates any possibility that legacy equity awards could be exercised in the public market. Because INZY shareholders have already been bought out, the amendment carries no valuation impact on a stand-alone basis and is immaterial to BioMarin’s capital structure. It simply tidies up the SEC record and signals the formal sunset of Inozyme as an independent issuer.

M&A Specialist

TL;DR – Filing finalises legal clean-up post-merger; mildly positive for acquirer governance.

From a transaction-integration standpoint, the deregistration is a required post-closing step that prevents inadvertent issuance of legacy securities and ensures BioMarin inherits no stray equity obligations. It confirms that all employee equity will now be administered under BioMarin’s plans, simplifying HR and accounting processes. While not financially material, this action reduces administrative risk and aligns reporting with the new ownership structure—marginally positive for BioMarin’s corporate governance profile.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

for the period ended 01 July, 2025

BP p.l.c.

(Translation of registrant's name into English)

1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual

reports under cover Form 20-F or Form 40-F.

Form 20-F |X| Form 40-F

--------------- ----------------

Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of

1934.

Yes No |X|

--------------- --------------

Exhibit 1.1 Total Voting Rights dated 01 July 2025

Exhibit 1.1

BP p.l.c.

Total voting rights and share capital

As at 30 June 2025, the issued share capital of BP p.l.c. comprised 15,900,733,509 ordinary shares (excluding treasury shares) par value US$0.25 per share, each with one vote; and 12,706,252 preference shares par value £1 per share with two votes for every £5 in nominal capital held.

The number of ordinary shares held in treasury by BP p.l.c. is 585,579,485. These treasury shares are not taken into consideration in relation to the payment of dividends and voting at shareholder meetings.

The total number of voting rights in BP p.l.c. is 15,905,816,009. This information may be used by shareholders for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, BP p.l.c. under the FCA's Disclosure Guidance and Transparency Rules ("DGTRs"). 

This announcement is made in accordance with the requirements of DGTR 5.6.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BP p.l.c.

(Registrant)

Dated: 01 July 2025

/s/ Ben J. S. Mathews

------------------------

Ben J. S. Mathews

Company Secretary

FAQ

Why did Inozyme Pharma (INZY) file a Post-Effective Amendment to its Form S-8?

The amendment removes and deregisters all unsold shares under six equity plans because Inozyme became a wholly-owned BioMarin subsidiary after the July 1 2025 merger.

How many shares are being deregistered in the INZY S-8 POS filing?

The six registration statements covered approximately 15.5 million shares of common stock that remained unissued.

What happens to Inozyme’s equity incentive and ESPP plans now?

All legacy plans—the 2017, 2020 and 2023 programs—are terminated; no further awards or ESPP purchases will occur.

Is Inozyme Pharma still an independent public company after this filing?

No. It merged with BioMarin Pharmaceutical Inc. on July 1 2025 and now operates as a wholly-owned subsidiary.

Does the S-8 POS affect BioMarin (BMRN) shareholders?

Only marginally; it cleans up legal obligations but does not materially change BioMarin’s share count or financials.

What is a Form S-8 POS?

It is a post-effective amendment used to update or terminate a Form S-8, often to deregister shares after a merger or plan termination.