[S-8 POS] Inozyme Pharma, Inc. SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC (Series A Global Medium-Term Notes) – Preliminary Pricing Supplement No. 9,133 announces the launch of Callable Jump Notes due Aug-1-2030 that are fully and unconditionally guaranteed by Morgan Stanley. The $1,000-denominated securities are linked to the S&P 500 Futures Excess Return Index (SPXFP) and are designed to return principal at a minimum, while offering either (i) a stepped, call-triggered redemption schedule beginning Jul-31-2026, or (ii) 120% participation in index appreciation at maturity if the notes are not called and the final index level exceeds the initial level.

Key structural terms

• Issue price: $1,000; estimated value on pricing date: ≈$933.20 (down ~6.7% from issue price due to fees and internal funding rate).
• Strike & pricing date: Jul-28-2025; maturity: Aug-1-2030 (≈5-year term after first call eligibility).
• Call feature: MS may redeem in whole (not in part) on any of 48 predefined quarterly dates if a risk-neutral valuation model deems redemption economically rational. Minimum call price rises ≈$10 every date, equating to an annualized return of ≥12% on the first call and ≥11% over the life of the schedule.
• Payment at maturity (if not called): • If Final > Initial, investor receives principal + 120% × index gain. • If Final ≤ Initial, investor receives principal only. No downside exposure below principal.
• No periodic coupons; principal protection only at maturity; senior unsecured obligations of MSFL, guaranteed by Morgan Stanley.
• Not listed on any exchange; MS & Co. may make markets but is not obligated to do so; expected limited secondary liquidity.

Risk highlights

• Credit risk: repayment dependent on Morgan Stanley; notes are unsecured.
• Call/early-redemption risk: issuer has unilateral right to redeem when it is most advantageous to Morgan Stanley, capping upside; investors bear reinvestment risk.
• Value erosion: Estimated value < issue price due to distribution, structuring and hedging costs plus an internal funding rate below MS secondary spreads.
• Zero coupon & inflation risk: no interim interest; if index does not appreciate investors earn 0% before inflation.
• Taxation: expected treatment as Contingent Payment Debt Instrument (CPDI); holders must accrue phantom income annually.
• Liquidity risk: no listing; secondary market prices likely below par and below estimated value; bid/offer spread applies.

The offering caters to investors seeking principal protection with potential equity upside, who are willing to accept issuer credit exposure, call risk and a negative issue-to-value differential in exchange for ≥12% potential annualized call premiums or 120% equity participation at maturity.

Positive

• Principal protection: Investors are guaranteed at least the $1,000 principal at maturity, mitigating market downside risk.
• Enhanced upside: 120% participation in index gains if held to maturity and not called can outperform direct index exposure.
• Step-up call premiums: Redemption schedule offers ≥12% annualized return on the first call date, providing front-loaded upside opportunities.
• Credit support: Full and unconditional guarantee by Morgan Stanley, a globally diversified financial institution.

Negative

• Issue premium: Estimated value ($≈933.20) is ~6.7% below issue price, creating an immediate mark-to-market headwind.
• Issuer call risk: Morgan Stanley can terminate early when favorable to the bank, capping investors’ total return potential.
• No interest income: Zero coupons mean opportunity cost and inflation erosion if the index does not rise.
• Liquidity constraints: Unlisted security with potentially wide bid-ask spreads; MS & Co. may cease market-making at any time.
• Tax complexity: Likely CPDI treatment forces annual phantom income recognition, lowering after-tax returns for U.S. holders.

Insights

Structured Products Analyst

TL;DR: Principal-protected equity note with 120% upside, but call risk and 6.7% issue premium dilute investor value; neutral for MS.

The note embeds a zero-coupon bond plus a long equity call spread, funded at Morgan Stanley’s internal rate. The stepped call schedule delivers ≥12% IRR if redeemed on the first date, declining marginally thereafter. Because redemption is model-based on issuer economics, investors face classic ‘issuer-call asymmetry’—Morgan Stanley will likely terminate early when its funding cost exceeds the locked-in call premium, truncating the holder’s upside. The estimated value (≈$933.20) highlights an all-in cost of ~67 bps per annum over five years, consistent with comparable retail structured notes. Credit exposure is senior unsecured; MS’s current ratings (not provided here) imply modest default probability, but spread widening could pressure secondary prices. Overall, the product is typical, offers no material new risk to MS, and is unlikely to move the parent’s financial profile.

Fixed-Income Portfolio Manager

TL;DR: Attractive headline returns but limited liquidity, CPDI tax drag and early-call uncertainty temper appeal; issuer impact immaterial.

For investors, the note’s risk/return is skewed: downside is protected to par, yet real-return risk exists given lost coupon income and inflation. A 120% participation rate is compelling versus typical 100%-110% peers; however, the issuer’s right to redeem neutralizes much of that benefit, particularly in bullish markets. The CPDI taxation forces annual income recognition regardless of cash flow, reducing after-tax yield. From Morgan Stanley’s perspective, the structure provides low-cost term funding—priced above its secondary spread—and optionality to refinance earlier via the call. Consequently, the issuance is strategic but not large enough to be financially impactful to the bank.

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

Registration No. 333-240146

Registration No. 333-254685

Registration No. 333-263586

Registration No. 333-270733

Registration No. 333-277839

Registration No. 333-285687

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT No. 333-240146

FORM S-8 REGISTRATION STATEMENT No. 333-254685

FORM S-8 REGISTRATION STATEMENT No. 333-263586

FORM S-8 REGISTRATION STATEMENT No. 333-270733

FORM S-8 REGISTRATION STATEMENT No. 333-277839

FORM S-8 REGISTRATION STATEMENT No. 333-285687

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 No.)
321 Summer Street Suite 400 Boston, Massachusetts		02210
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated 2017 Equity Incentive Plan, as amended

2020 Stock Incentive Plan

2020 Employee Stock Purchase Plan

2023 Inducement Stock Incentive Plan

(Full titles of the plans)

G. Eric Davis

President

Inozyme Pharma, Inc.

321 Summer Street

Suite 400

Boston, Massachusetts, 02210

(Name and address of agent for service)

(857) 330-4340

(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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (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 No. 333-240146, registering (i) 2,078,405 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), issuable under the Inozyme Pharma, Inc. Amended and Restated 2017 Equity Incentive Plan, as amended; (ii) 2,014,380 shares of Common Stock issuable under the Inozyme Pharma, Inc. 2020 Stock Incentive Plan (the “2020 Incentive Plan”) and (iii) 198,539 shares of Common Stock issuable under the Inozyme Pharma, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), filed with the SEC on July 28, 2020;

• Registration Statement No. 333-254685, registering an additional (i) 935,398 shares of Common Stock issuable under the 2020 Incentive Plan and (ii) 233,849 shares of Common Stock issuable under the ESPP filed with the SEC on March 25, 2021;

• Registration Statement No. 333-263586, registering an additional (i) 946,749 shares of Common Stock issuable under the 2020 Incentive Plan and (ii) 236,687 shares of Common Stock issuable under the ESPP, filed with the SEC on March 15, 2022;

• Registration Statement No. 333-270733, registering (i) an additional 1,615,774 shares of Common Stock issuable under the 2020 Incentive Plan; (ii) an additional 397,079 shares of Common Stock issuable under the ESPP and (iii) 1,000,000 shares of Common Stock issuable under the Inozyme Pharma, Inc. 2023 Inducement Stock Incentive Plan filed with the SEC on March 22, 2023;

• Registration Statement No. 333-277839, registering an additional (i) 2,470,750 shares of Common Stock issuable under the 2020 Incentive Plan and (ii) 397,079 shares of Common Stock issuable under the ESPP, filed with the SEC on March 12, 2024; and

• Registration Statement No. 333-285687, registering an additional (i) 2,569,607 shares of Common Stock issuable under the 2020 Incentive Plan and (ii) 397,079 shares of Common Stock issuable under the ESPP, filed with the SEC on March 10, 2025.

On May 16, 2025, the Registrant entered into that certain 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 offerings, 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-8 and has duly caused these Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 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

What is the CUSIP and ISIN for Morgan Stanley's Callable Jump Notes?

The notes carry CUSIP 61778NDY4 and ISIN US61778NDY40.

When can Morgan Stanley first call the notes?

The first redemption date is July 31 2026; thereafter, 47 additional quarterly call dates run through July 3 2030.

How much could investors receive if the notes are called on the first redemption date?

If called on Jul-31-2026, investors will receive at least $1,120 per $1,000 note, equal to a ≥12% annualized return from issuance.

What happens at maturity if the S&P 500 Futures Excess Return Index falls or stays flat?

Investors receive only their $1,000 principal; no upside payment is made when the final index level is ≤ the initial level.

Why is the estimated value lower than the $1,000 issue price?

The $≈933.20 estimate deducts issuance, selling, structuring and hedging costs and reflects an internal funding rate below Morgan Stanley’s secondary spread.

Will the notes be listed on a securities exchange?

No. The notes will not be listed; any secondary liquidity will depend on MS & Co.’s willingness to make a market.