[POS AM] Inozyme Pharma, Inc. SEC Filing

Rhea-AI Filing Summary

Inozyme Pharma, Inc. (NASDAQ: INZY) filed Post-Effective Amendment No. 1 to deregister securities remaining under two previously effective shelf Registration Statements on Form S-3 (Nos. 333-258702 and 333-275364). The shelves collectively covered up to $500 million of common stock, preferred stock, debt, depositary shares, subscription rights, warrants and units. As of July 1, 2025, none of the registered securities remain available for sale.

The amendment follows the consummation of Inozyme’s merger with BioMarin Pharmaceutical Inc. Under the Agreement and Plan of Merger dated May 16, 2025, Incline Merger Sub, Inc. merged with and into Inozyme, making Inozyme a wholly-owned subsidiary of BioMarin as of July 1, 2025. Consequently, all outstanding offerings under the shelves were terminated and the company is removing any unsold securities from registration pursuant to its undertaking under Rule 415.

This filing is largely administrative, signaling the formal close-out of Inozyme’s capital-raising capability as a standalone public entity and completing one of the final SEC steps associated with the transaction.

Positive

• Merger with BioMarin closed on July 1, 2025, providing Inozyme’s programs access to a larger company’s resources.
• Withdrawal of $500 million of unsold shelf securities eliminates potential future dilution for former INZY shareholders.

Negative

• Inozyme will no longer operate as an independent public company, removing direct investment exposure for existing INZY investors.
• Standalone capital-raising flexibility ends with the termination of both S-3 registration statements.

Insights

M&A Specialist

TL;DR: Filing removes $500 m shelf as BioMarin closes INZY acquisition; purely administrative, confirms deal completion.

The deregistration indicates the merger’s legal completion, eliminating Inozyme’s ability to independently issue additional securities. From a transaction perspective, this is standard procedure and carries minimal incremental valuation impact—deal economics were embedded when the merger terms were announced on May 16. For former INZY holders, any dilution risk from future issuances disappears, but independent upside potential also ends. Overall, the amendment confirms integration into BioMarin’s corporate structure.

Securities Analyst

TL;DR: Shelf withdrawal ends INZY’s fundraising capacity; neutral for valuation as merger already priced in.

By terminating both S-3 shelves, management removes latent supply of new shares or debt, a modest positive for dilution optics. However, because Inozyme equity will cease trading, the capital-markets implications are moot. Investors now rely on BioMarin’s balance sheet and strategy for any exposure to the acquired pipeline. No financial metrics, earn-outs, or contingent payments are disclosed in this document, so impact on BioMarin’s leverage or EPS cannot be assessed here.

As filed with the Securities and Exchange Commission on July 1, 2025

Registration No. 333-258702

Registration No. 333-275364

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-3 REGISTRATION STATEMENT NO. 333-258702

FORM S-3 REGISTRATION STATEMENT NO. 333-275364

UNDER

THE SECURITIES ACT OF 1933

 

 

INOZYME PHARMA, INC.

(Exact Name of Registrant As Specified In Its Charter)

 

 

 

Delaware	 	38-4024528
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification Number)

321 Summer Street, Suite 400

Boston, Massachusetts, 02210

(857) 330-4340

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

G. Eric Davis

President

Inozyme Pharma, Inc.

321 Summer Street, Suite 400

Boston, Massachusetts, 02210

(857) 330-4340

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Jamie Leigh, Esq.

Ben Beerle, Esq.

Chadwick Mills, Esq.

Siana Lowrey, Esq.

Cooley LLP

3 Embarcadero Center

20th Floor

San Francisco, CA 94111

(415) 693-2000

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	 	☐	  	Accelerated filer	 	☐
Non-accelerated filer	 	☒	  	Smaller reporting company	 	☒
	 		  	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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-3 (each a “Registration Statement” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Inozyme Pharma, Inc., a Delaware corporation (the “Registrant”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereunder under such Registration Statements:

 

  •   Registration Statement on Form S-3 (No. 333-258702), which was filed on August 11, 2021 and declared effective by the SEC on August 23, 2021, in relation to the registration of up to $200,000,000 in aggregate principal amount of the Registrant’s common stock, par value $0.0001 per share, preferred stock, par value $0.0001 per share, debt securities, depositary shares, subscription rights, warrants and units.

 

  •   Registration Statement on Form S-3 (No. 333-275364), which was filed on November 7, 2023 and declared effective by the SEC on November 15, 2023, in relation to the registration of up to $300,000,000 in aggregate principal amount of the Registrant’s common stock, par value $0.0001 per share, preferred stock, par value $0.0001 per share, debt securities, depositary shares, subscription rights, warrants and units.

On May 16, 2025, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), and Incline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on July 1, 2025, Merger Sub merged with and into the Registrant with the Registrant surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”).

As a result of the Merger, the Registrant has terminated any and all of the offerings and sales of the Registrant’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance under the Registration Statements but remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof, and each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, California, on July 1, 2025.

 

Inozyme Pharma, Inc.
By:	 	/s/ G. Eric Davis
Name:	 	G. Eric Davis
Title:	 	President

No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

FAQ

Why did Inozyme Pharma (INZY) file a POS AM on July 1, 2025?

The filing deregisters unsold securities because Inozyme completed its merger with BioMarin Pharmaceutical and ended all standalone offerings.

How much in securities is Inozyme deregistering?

Up to $500 million across two shelf registration statements (Nos. 333-258702 and 333-275364).

What happens to INZY shares after the BioMarin merger?

INZY shares cease independent trading; shareholders receive the merger consideration specified in the May 16, 2025 agreement.

Does this filing affect BioMarin’s financials?

The document itself contains no financial metrics; impact depends on BioMarin’s integration of Inozyme, not on this deregistration.

Are any new securities being offered in this amendment?

No. The amendment removes the ability to offer securities; it does not register additional securities.