Inozyme 8-K: Annual Meeting Delay Tied to BioMarin Tender Offer

Rhea-AI Filing Summary

Inozyme Pharma, Inc. (Nasdaq: INZY) filed a Form 8-K on June 20, 2025 to disclose that it has postponed its 2025 Annual Meeting of Stockholders in light of the previously announced acquisition by BioMarin Pharmaceutical Inc. The decision is detailed in a press release attached as Exhibit 99.1; an Inline XBRL cover-page file is included as Exhibit 104.

The report stresses that the tender-offer process is governed by documents already on file with the SEC: BioMarin and Incline Merger Sub’s Schedule TO (Offer to Purchase, Letter of Transmittal and related materials) and Inozyme’s Schedule 14D-9 Solicitation/Recommendation Statement. Investors are urged to review these materials, which are available without charge on www.sec.gov and the companies’ investor-relations websites.

No financial statements, operating metrics or earnings information accompany this current report. The filing is limited to the postponement notice and related procedural information regarding the pending transaction.

Insights

M&A Specialist

TL;DR – Postponement confirms acquisition momentum; no new deal terms released.

The deferral of the 2025 Annual Meeting removes a potentially redundant governance event while the tender offer is active, signalling that management expects the BioMarin acquisition to close in the near term. The filing provides clear directions to investors on where to find the controlling tender-offer documents but introduces no additional conditions, consideration changes or regulatory hurdles. Because the market was already aware of the merger agreement, this update is operational rather than transformational, yet it reinforces deal progress and minimizes distraction.

Corporate Governance Analyst

TL;DR – Routine governance delayed; shareholder oversight paused pending deal outcome.

From a governance standpoint, postponing the annual meeting temporarily suspends shareholder votes on director elections and other routine matters. While acceptable given the pending change-of-control, it modestly reduces near-term oversight. The company mitigates risk by clearly guiding investors to tender-offer disclosures and maintaining SEC reporting compliance. Overall impact is neutral: shareholders trade immediate governance input for the potential strategic benefit of the BioMarin transaction.

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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): June 20, 2025

INOZYME PHARMA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39397		38-4024528
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

321 Summer Street, Suite 400
Boston, Massachusetts				02210
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 330-4340

(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(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		INZY		Nasdaq Global Select Market

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. ☐

Item 8.01 Other Events.

On June 20, 2025, Inozyme Pharma, Inc. (the “Company”) issued a press release announcing the postponement of its 2025 Annual Meeting of Stockholders in light of the previously announced acquisition by BioMarin Pharmaceutical Inc.

A copy of the Company’s press release announcing the postponement of the 2025 Annual Meeting of Stockholders is attached as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of the Company dated June 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Additional Information About the Acquisition and Where to Find It

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Inozyme, BioMarin or its acquisition subsidiary has filed with the SEC. The solicitation and offer to tender and the offer to buy outstanding shares of Inozyme will only be made pursuant to a tender offer statement on Schedule TO, including an Offer to Purchase and related tender offer materials that BioMarin and its acquisition subsidiary, Incline Merger Sub, Inc., has filed with the SEC. At the time the tender offer commenced, BioMarin and its acquisition subsidiary filed a Tender Offer Statement on Schedule TO, and Inozyme filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF INOZYME ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF INOZYME SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents), as well as the Solicitation/Recommendation Statement, are available to all investors and stockholders of Inozyme at no expense to them at SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by BioMarin will be available free of charge on BioMarin’s website at www.biomarin.com. Copies of the documents filed with the SEC by Inozyme will be available free of charge on Inozyme’s website, www.inozyme.com, or by contacting Inozyme’s investor relations department at investorrelations@inozyme.com. The information contained in, or that can be accessed through, BioMarin’s and Inozyme’s websites is not a part of, or incorporated by reference herein. In addition to the Offer to Purchase, related Letter of Transmittal and certain other tender offer documents, and Solicitation/Recommendation Statement, BioMarin and Inozyme file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by BioMarin and Inozyme with the SEC for free on the SEC’s website at www.sec.gov.

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.

				INOZYME PHARMA, INC.
Date: June 20, 2025				By:		/s/ Sanjay S. Subramanian
				Name:		Sanjay S. Subramanian
				Title:		Chief Financial Officer and Head of Business Development

FAQ

Why did Inozyme (INZY) postpone its 2025 Annual Meeting of Stockholders?

The meeting was postponed because of the previously announced acquisition by BioMarin Pharmaceutical Inc..

When was the Form 8-K announcing the postponement filed?

The Form 8-K was filed on June 20, 2025.

Which exhibit contains the press release about the postponement?

The press release is provided as Exhibit 99.1.

Where can investors access the tender-offer documents related to the BioMarin acquisition?

All tender-offer materials are available free of charge on the SEC’s website (www.sec.gov).

What exchange lists Inozyme’s common stock and under what symbol?

Inozyme’s common stock trades on the Nasdaq Global Select Market under the symbol INZY.

Does this 8-K include any financial statements or earnings data?

No. The filing contains no financial statements or earnings information; it is limited to the meeting postponement notice.