UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2026
AMICUS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-33497
|
71-0869350
|
|
(State of incorporation)
|
(Commission File No.)
|
(IRS Employer Identification No.)
|
|
47 Hulfish Street, Princeton, New Jersey
|
|
08542
|
|
(Address of principal executive offices and zip code)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (609)
662-2000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class
|
|
Trading
Symbol
|
|
Name of Each Exchange
on Which Registered
|
|
Common Stock, par value $0.01 per share
|
|
FOLD
|
|
NASDAQ
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously disclosed, on December 19, 2025, Amicus Therapeutics, Inc. ("Amicus") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with BioMarin Pharmaceutical Inc. ("BioMarin")
and Lynx Merger Sub 1, Inc., a wholly owned subsidiary of BioMarin ("Merger Sub"), providing for the merger of Merger Sub with and into Amicus (the "Merger"), with Amicus surviving the Merger as a wholly owned subsidiary of BioMarin.
On April 23, 2026, the Ministry of Economics and Finance in France granted clearance for the Merger under the French foreign direct investment
screening procedures (the "French FDI Clearance"). Under the Merger Agreement, receipt of the French FDI Clearance satisfies the final condition to the Merger other
than conditions that by their nature are to be satisfied at the closing of the Merger. The Merger is expected to close on April 27, 2026.
Forward Looking Statements Disclaimer
This Current Report on Form 8-K contains forward-looking statements about, among other things, expectations for the date of closing of the
Merger and other statements that are not historical facts. Actual results could differ materially from those anticipated in these forward-looking statements. Except as required by law, each of BioMarin and Amicus assumes no obligation to update
these forward-looking statements, whether as a result of new information, future events or otherwise. These statements, which represent each of BioMarin's and Amicus' current expectations or beliefs concerning various future events that are
subject to significant risks and uncertainties, may contain words such as "may," "will," "would," "could," "expect," "anticipate," "intend," "plan," "believe," "estimate," "project," "seek," "should," "strategy," "future," "opportunity,"
"potential" or other similar words and expressions indicating future results.
These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these
statements. Forward-looking statements reflect current beliefs and expectations; however, these statements involve inherent risks and uncertainties, including, without limitation, with respect to: consummating the Merger in the anticipated time
frame, if at all; the time-consuming and uncertain regulatory approval process; any legal proceedings related to the Merger; and other risks and uncertainties affecting BioMarin and Amicus, including those risk factors detailed in BioMarin's
and Amicus' filings with the Securities and Exchange Commission, including, without limitation, the risk factors contained under the caption "Risk Factors" in BioMarin's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and
Amicus' Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such risk factors may be updated by any subsequent reports, as well as the Proxy Statement on Schedule 14A filed by Amicus in connection with the Merger (as
amended and/or supplemented). Stockholders of BioMarin and Amicus are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin and Amicus are under no obligation, and expressly disclaim
any obligation, to update (publicly or otherwise) or alter any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events or otherwise.
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 hereunto
duly authorized.
|
Amicus Therapeutics, Inc.
|
|
|
|
Dated: April 23, 2026
|
By:
|
|
|
|
Name: Ellen S. Rosenberg
|
|
|
Title: Chief Legal Officer and Corporate Secretary
|
